Douglas Kling
About Douglas Kling
Douglas Kling is Chief Operating Officer of NewAmsterdam Pharma (NAMS), having joined in March 2021; he is 52 years old, with a B.S. from Duke University and an MBA from Rutgers Business School . Company performance during his tenure includes positive Phase 3 data across BROOKLYN, TANDEM, and BROADWAY in 2024, and strong liquidity with $771.7M cash plus $62.5M marketable securities at year-end 2024; revenue was $45.6M and net loss was $241.6M for 2024 . NAMS’ stock performance (TSR) measured as a $100 initial investment rose to $235.78 in 2024 versus $104.00 for the Nasdaq Biotechnology Index peer group, reflecting strong market momentum despite the net loss .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corvidia Therapeutics, Inc. | Senior Vice President, Clinical Development | Dec 2017 – Feb 2021 | Led clinical development functions . |
| Matinas BioPharma Holdings, Inc. | Senior Vice President, Clinical Development | Mar 2015 – Nov 2017 | Led clinical development functions . |
| NewAmsterdam Pharma Company N.V. | Chief Operating Officer | Mar 2021 – Present | Operational leadership during pivotal Phase 3 programs and financing activities . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $500,000 | No automatic increases; set via Compensation Committee judgment . |
| Target Bonus (% of Salary) | 40% | Annual Bonus Plan tied to corporate and individual performance . |
| Actual Bonus Paid ($) | $399,974 | Overall performance factor 200% applied to $200,000 target . |
| All Other Compensation ($) | $13,800 | Company 401(k) contributions . |
Performance Compensation
| Incentive Type | Metric/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Corporate goals across Clinical (40% + stretch 75%), CMC (5%), Finance (20%), IP/Operations/BD (15% + stretch 25%), Commercial/Medical (20%) | 40% of salary = $200,000 | Overall performance factor 200% → $399,974 | N/A (cash) |
| Stock Options (2024 grant) | Options to purchase shares at FMV | 323,771 options; exercise price $11.17 | Grant-date fair value $1,664,729 | 25% vest at 1-year; remainder monthly over 36 months; 10-year term |
Program governance highlights: pay-for-performance emphasis; clawback policy compliant with SEC/Nasdaq; double-trigger change-in-control provisions; no excise tax gross-ups; anti-hedging/pledging policy .
Equity Ownership & Alignment
- Beneficial Ownership: 626,209 shares (options exercisable within 60 days); less than 1% of outstanding shares .
- Shares Pledged: To the company’s knowledge, no Ordinary Shares beneficially owned by any executive officer or director have been pledged as security .
- Hedging/Pledging: Prohibited for officers and directors; insider trading policy in place .
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 11/22/2022 | 407,138 | 19,007 | $1.21 (EUR 1.16392 converted at $1.0389/EUR) | 7/6/2031 |
| 11/22/2022 | 345,225 | 317,593 | $10.00 | 11/22/2032 |
| 1/1/2023 | 138,589 | 144,624 | $10.90 | 1/1/2033 |
| 1/1/2023 (special) | — | 5,996 | $10.90 | 1/1/2033 |
| 1/1/2024 | — | 323,771 | $11.17 | 1/1/2034 |
Option exercises in 2024: None for Kling (only Kastelein disclosed exercises) .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Date | Jan 24, 2023 (Kling Agreement) |
| Severance (no change-in-control) | 12 months base salary, any earned bonus, prorated current-year bonus, and COBRA premium reimbursement for up to 12 months, on termination without Cause or for Good Reason . |
| Change-in-Control (double-trigger) | If terminated without Cause or for Good Reason within 3 months prior to or 12 months post change-in-control: same cash severance and benefits; full acceleration of time-based stock options/equity awards; extended exercise period for certain vested options . |
| Potential Payments (illustrative as of Dec 31, 2024) | Cash severance $700,000; benefits/perquisites $35,711; equity acceleration value $12,385,275 under change-in-control . |
| Bonus Target | 40% of base salary |
| Clawback | Incentive compensation recoupment policy compliant with SEC/Nasdaq (Rule 10D-1/Nasdaq 5608) . |
| Hedging/Pledging | Prohibited . |
| Tax Gross-ups | None (no excise tax gross-ups) . |
| Non-Compete/Non-Solicit | Included via Confidentiality and Assignment of Inventions Agreement . |
Investment Implications
- Alignment and upside leverage: Kling’s compensation is equity-heavy (options), directly linking value to long-term share appreciation and launch execution; 2024 grant vests over four years and has a 10-year term . The anti-pledging/anti-hedging and clawback policies strengthen alignment and governance .
- Retention risk is moderated by standard severance and double-trigger acceleration (common in biotech), but a change-in-control could lead to accelerated vesting and potential insider selling pressure; no evidence of Kling exercising options in 2024 .
- Pay-for-performance: Bonus paid at 200% in 2024, reflecting achievement/exceedance of clinical, finance, and commercial milestones—appropriate for a pre-commercial stage but raises scrutiny if high payouts persist amid net losses; oversight by independent Compensation Committee and external consultant (Aon) and peer benchmarking mitigate inflation risk .
- Ownership is <1% and primarily derivative (options), typical for an NEO at this stage; beneficial ownership not pledged and subject to insider trading controls .
Overall, compensation structure incentivizes milestone delivery and share price performance, with governance safeguards. Investors should monitor: (1) option exercise/insider activity around regulatory milestones; (2) changes in bonus metrics/weightings; (3) any revisions to severance or accelerated vesting terms; and (4) TSR durability vs. upcoming PREVAIL CVOT readout and launch execution .