Michael Kelly
AMICUS THERAPEUTICSAbout Michael Kelly
Michael A. Kelly, age 68, is an independent director at Amicus Therapeutics (FOLD) serving since December 2020. He is the Founder & President of Sentry Hill Partners, LLC and a former Amgen senior executive, most recently SVP, Global Business Services and VP & CFO, International Commercial Operations; prior roles include Biogen, Tanox, and Monsanto Life Sciences. He holds a BSc in Business Administration (Finance and Industrial Relations) from Florida A&M University . He is re-nominated as a Class III director for a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen, Inc. | SVP Global Business Services; VP & CFO, International Commercial Operations | Not disclosed | Senior finance and operations leadership in multinational biopharma |
| Biogen, Tanox, Monsanto Life Sciences | Various roles | Not disclosed | Strategic finance/operational roles in biotech and life sciences |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prime Medicine, Inc. (PRME) | Independent Director | Current | Board service (biotech) |
| DMC Global, Inc. (BOOM) | Independent Director | Current | Board service (industrial/energy) |
| NeoGenomics, Inc. (NEO) | Independent Director | Current | Board service (diagnostics) |
| Direct Relief | Council of Advisors; former Audit Committee Chair | Current/Prior | Humanitarian aid, audit oversight background |
| Aprea Therapeutics (APRE), Hookipa Pharma (HOOK) | Director | Prior | Prior public company board experience |
Board Governance
- Independence: The Board determined Mr. Kelly is independent under Nasdaq rules .
- Committees: Audit & Compliance Committee (member) and Science & Technology Committee (member) .
- Attendance/Engagement: In 2024, Mr. Kelly attended 94% of Board and committee meetings; overall Board attendance was 98%, with robust ad hoc engagement with management .
- Board processes: Annual self-evaluation; robust ERM oversight; Code of Conduct applies to directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $68,665 | Cash retainer + committee membership fees |
| Annual Board Retainer (policy) | $50,000 | Non-employee director cash retainer (2024 policy) |
| Committee Membership Fees (policy) | Audit: $10,000 (pre-6/1/24), then $12,000; Comp: $10,000; Nominating or S&T: $7,500 | 2024 policy and mid-year increase for Audit |
| Committee Chair Fees (policy) | Audit: $30,000; Comp: $20,000; Nominating: $12,500; S&T: $16,000 | Inclusive of membership fees |
| Chairman of the Board Fee (policy) | $75,000 | Effective Mar 4, 2024 |
Performance Compensation
| Equity Component (2024 Policy) | Value | Mix | Vesting | Term/Price |
|---|---|---|---|---|
| Annual Director Equity Grant | $365,000 | 2/3 Options; 1/3 RSUs | Vest in full at next Annual Meeting | Options: 10-year term; exercise price = 100% FMV at grant |
| Initial Director Equity Grant (new directors) | $500,000 | 50% Options; 50% RSUs | 4-year vest (25% annual for RSUs; options 25% year 1, then monthly) | Options: 10-year term; exercise price = 100% FMV |
| Change-in-Control Treatment (Non-Employee Directors) | Notional | N/A | Time-based vesting deemed fulfilled upon change-in-control | As specified in equity plan |
| Michael Kelly – 2024 Equity Compensation | Amount |
|---|---|
| Stock Awards (RSUs grant-date fair value) | $121,667 |
| Option Awards (grant-date fair value) | $243,333 |
| Total Director Compensation (2024) | $433,665 |
Performance metrics: Directors do not receive PRSUs; equity is time-based with vesting per director plan .
Other Directorships & Interlocks
| Company | Sector Overlap with Amicus | Potential Conflict/Interlock |
|---|---|---|
| Prime Medicine (PRME) | Biotech | No related-party transactions disclosed involving Mr. Kelly |
| DMC Global (BOOM) | Industrial/energy | No related-party transactions disclosed involving Mr. Kelly |
| NeoGenomics (NEO) | Diagnostics | No related-party transactions disclosed involving Mr. Kelly |
| Direct Relief | Non-profit | Governance experience; no RPT with Amicus involving Mr. Kelly |
Expertise & Qualifications
- Strategic finance and operations expertise as Amgen SVP and International CFO; deep biopharma commercialization and global scaling experience .
- Organizational development and corporate strategy execution; founder/operator perspective via Sentry Hill Partners .
- Audit-relevant background and board service across multiple public companies; complements Amicus’ Audit & Compliance oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 220,751; <1% of outstanding |
| RSUs Outstanding (12/31/2024) | 11,847 |
| Options Outstanding (12/31/2024) | 168,697 (126,230 vested / 42,467 unvested) |
| Stock Ownership Guidelines (Directors) | 3x annual retainer; all directors met or are on track |
| Hedging/Pledging | Prohibited for directors and officers |
Governance Assessment
- Board effectiveness: Kelly’s finance/operator background and audit committee membership bolster oversight of financial reporting, ERM, and commercialization execution; attendance at 94% indicates strong engagement .
- Alignment: Director equity grants (options + RSUs) and stock ownership guidelines promote alignment; anti-hedging/pledging policy mitigates misalignment risks .
- Compensation structure signals: 2024 equity grant value increased to maintain market competitiveness; cash fees remain modest relative to equity, indicating emphasis on at-risk/long-term alignment for directors .
- Conflicts/related-party exposure: Company disclosed no related-party transactions in FY2024 other than BIO dues tied to Mr. Crowley; none involving Mr. Kelly noted, reducing conflict risk .
- Shareholder confidence indicators: Strong say-on-pay support (~97% approval in 2024) and active investor engagement processes support governance quality .
RED FLAGS: None disclosed for Michael Kelly—no low attendance, hedging/pledging, option repricing, or related-party transactions involving him .