Philippe Amouyal

About Philippe J. Amouyal

Philippe J. Amouyal, 66, has served on Lexicon Pharmaceuticals’ board since August 2007 and is currently Chair of the Compensation Committee; the board has determined he is independent under Nasdaq standards despite his affiliation with Invus, L.P. . He is a Managing Director at The Invus Group, LLC (since 1999), previously a Vice President and Director at The Boston Consulting Group (BCG), and holds an M.S. in engineering and a DEA in management from École Centrale de Paris; he was a research fellow at MIT’s Center for Policy Alternatives . He is an Invus designee under Lexicon’s stockholders’ agreement with Invus, which owns ~49.7% of Lexicon’s outstanding common stock .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation Committee; not on Audit or Corporate Governance committees .
• Independence: Board determined Mr. Amouyal is independent under Nasdaq rules; board explicitly considered Invus ownership in its determinations .
• Attendance and engagement: In 2024, no incumbent director attended fewer than 75% of aggregate board and committee meetings during their service; the board met 8 times; the compensation committee met 4 times .
• Tenure: Director since August 2007 (Class III) .

Fixed Compensation (Non-Employee Director)

• Cash fee structure (current):
  • Board retainer $50,000; Chairman of the Board $75,000 .
  • Committee fees: Audit member $10,000; Audit chair $20,000; Compensation member $7,500; Compensation chair $15,000; Corporate Governance member $5,000; Corporate Governance chair $10,000 .
• Mr. Amouyal’s 2024 director pay mix:
  • Cash fees $65,000; Option awards grant date fair value $66,161; RSU awards grant date fair value $65,890; Total $197,051 .

• 2024 equity grant details:
  • Options: 44,906 options granted 5/13/2024, exercise price $1.79; grant-date fair value $66,161 .
  • RSUs: 36,810 RSUs granted 5/13/2024, per‑share grant-date fair value $1.79; total $65,890 .

Notes: Non-employee director plan caps total equity grant-date value plus cash fees at $500,000 per calendar year; director awards may be stock options, RSUs, or restricted stock .

Performance Compensation

• Structure: Non-employee director compensation is not tied to operating performance metrics; equity is primarily time-based (stock options with 10-year term; RSUs) under the 2017 Non-Employee Directors’ Equity Incentive Plan .
• Change-in-control treatment (directors’ plan): If awards are not assumed/substituted in a change in control, vesting accelerates in full; if assumed/substituted but the director is not elected/appointed to the acquirer’s board at the first meeting, vesting accelerates by 18 months; if appointed, no acceleration .
• Annual equity/cash cap: No more than $500,000 aggregate grant-date fair value of awards plus cash fees in any calendar year .

Other Directorships & Interlocks

• Interlocks/related-party context: Mr. Amouyal is a Managing Director at Invus and an Invus designee on Lexicon’s board under a stockholders’ agreement that grants Invus board and committee representation rights proportional to ownership; Invus currently owns ~49.7% of outstanding common stock . Invus-designated directors currently hold one of three seats on the Compensation and Corporate Governance committees; none serve on Audit .

Expertise & Qualifications

• Areas of expertise: Compensation and performance management; assessment and prioritization of R&D; broad business and financial experience from active investment oversight at Invus and strategy work at BCG .
• Education: M.S. in engineering and DEA in management, École Centrale de Paris; research fellow at MIT’s Center for Policy Alternatives .

Equity Ownership

• Beneficial ownership (as of April 3, 2025): 248,364 shares; plus 114,300 shares underlying options exercisable or RSUs vesting within 60 days; under 1% ownership .
• Outstanding director equity: 114,503 unexercised stock options held by Mr. Amouyal as of Dec 31, 2024 .

• Hedging/pledging: Company insider trading policy prohibits hedging and trading in company options by directors; no specific disclosure of share pledging by Mr. Amouyal .

Compensation Committee Analysis (structure and safeguards)

• Committee composition: Philippe J. Amouyal (Chair), Samuel L. Barker, Ph.D., and Judith L. Swain, M.D.—all determined independent by the board under Nasdaq rules .
• Consultant: Pearl Meyer & Partners engaged as independent compensation consultant (executive comp in 2022; non-employee director comp in 2023); committee assessed Pearl Meyer’s independence and found no conflicts .
• Processes: Committee meets regularly, uses peer benchmarking, and makes determinations independently of management .
• Say‑on‑pay: 2024 advisory vote received over 97% support, indicating broad shareholder backing of pay practices .

Related Party Transactions & Potential Conflicts

• Invus arrangements: Stockholders’ agreement grants Invus director designation rights proportional to ownership and proportionate representation on board committees (with limitations, e.g., none on Audit); Invus also has demand and piggyback registration rights, preemptive rights, and certain consent rights under the charter for significant corporate actions; rights terminate below 10% ownership .
• 2024 financing: Invus participated in a preferred private placement in March 2024; after automatic conversion, Invus maintained approximately the same ownership percentage as prior to the placement .
• Board independence: Despite Invus’ ~49.7% ownership and Amouyal’s Invus role, the board has affirmatively determined Mr. Amouyal (and other Invus designees) are independent; no Invus designees serve on the Audit Committee .

Governance Assessment

• Strengths

  • Experienced investor-operator with deep compensation and R&D portfolio prioritization expertise; long tenure yields institutional knowledge .
  • Independent status affirmed; not on Audit; Audit remains comprised solely of independent, non‑Invus directors including an “audit committee financial expert” .
  • Compensation Committee uses an independent consultant; high say‑on‑pay support (97%+) suggests shareholder confidence in pay design .
  • Attendance threshold met; board and committee engagement appears active (8 board meetings; 4 compensation committee meetings in 2024) .

• Risk indicators / potential red flags

  • Control/related-party exposure: As an Invus designee and Managing Director, Mr. Amouyal represents a shareholder with ~49.7% ownership and extensive governance rights (board/committee representation; preemptive/consent rights); optics of influence over compensation as committee chair require continued vigilance and robust independent processes .
  • Change-in-control acceleration for director awards can be shareholder‑sensitive; however, the plan includes reasonable conditions and a $500,000 annual cap on director pay .

Overall, Mr. Amouyal’s compensation/governance profile is aligned with standard small‑mid cap biotech practice (cash retainer plus modest equity) and features independent oversight safeguards; investor confidence hinges on sustained transparency given Invus’ significant ownership and rights framework .