Ian Somaiya
About Ian Somaiya
Ian Somaiya, 51, is Chief Financial Officer of NewAmsterdam Pharma Company N.V. (NAMS) and joined in October 2023; he has 25+ years in biotech finance, including CFO roles at Elucida Oncology and TCR2 Therapeutics, and earlier led biotech research at BMO Capital Markets, Nomura, Piper Jaffray, Thomas Weisel, Morgan Stanley, and Prudential; he holds a B.A. in biology and neuroscience from New York University . Company pay-versus-performance shows strong two-year shareholder return momentum (value of $100 investment rose to $235.78 by 2024) despite negative net income typical for pre-commercial biopharma; this frames the incentive design he participates in . 2024 revenue increased versus 2023 and EBITDA loss narrowed, supporting finance goals achievement that contributed to above-target bonus payouts; see table and S&P Global disclaimer below.*
| Company Performance | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $14,090,000* | $45,563,000* |
| EBITDA ($) | $(182,918,000)* | $(176,176,000)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elucida Oncology | Chief Financial & Business Officer | 2021–2023 | Fundraising and corporate strategy leadership |
| TCR2 Therapeutics | Chief Financial Officer | 2018–2021 | Led IPO and two follow-ons raising >$350M aggregate; built finance, reporting, BD, IR |
| BMO Capital Markets | Managing Director, Head of Biotech Research | Prior to 2018 | Covered 100+ biotech companies; multiple “Best on the Street” recognitions (2006–2008) |
| Nomura; Piper Jaffray; Thomas Weisel | Managing Director, Equity Analyst | Prior to BMO | Senior sell-side biotech research roles |
| Morgan Stanley; Prudential Securities | Research Analyst | Early career | Foundational biotech research coverage |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No current external directorships disclosed in proxy for Mr. Somaiya |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $90,576 (partial year) | $468,000 |
| Target Bonus (% of Salary) | 45% | 45% |
| Target Bonus ($) | — | $210,600 |
| All Other Compensation ($) | — | $4,688 (401(k) match) |
Performance Compensation
- Annual bonus plan is tied to corporate milestone execution (clinical, CMC, finance, IP/operations/BD, commercial/medical) with stretch potential; individual performance also assessed; payout capped at 200% of target .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (Clinical development milestones) | 40% (+75% stretch) | Milestones approved by Comp Comm | Positive Phase 3 readouts (BROOKLYN, TANDEM, BROADWAY), REMBRANDT initiated | Contributed to overall 175% for CFO | Cash (no vesting) |
| Corporate goals (CMC supply readiness) | 5% | On-time supply | Achieved | Included in overall 175% | Cash |
| Corporate goals (Finance runway) | 20% | Adequate funding/runway | Net proceeds $190.0M (Feb offering) and $453.4M (Dec offering) | Included in overall 175% | Cash |
| Corporate goals (IP/Operations/BD) | 15% (+25% stretch) | Patent/regulatory/hiring/BD | USPTO patent issued; Orange Book listable; IP until July 2043 | Included in overall 175% | Cash |
| Corporate goals (Commercial/Medical) | 20% | Launch planning multi-markets | Plan development/execution | Included in overall 175% | Cash |
| Individual performance (CFO) | Discretionary overlay | 45% of salary target | 175% overall performance factor | $368,550 payout | Cash |
| CFO Bonus Math (2024) | Value |
|---|---|
| Base salary ($) | $468,000 |
| Target bonus (%) | 45% |
| Target bonus ($) | $210,600 |
| Overall performance (%) | 175% |
| Actual payout ($) | $368,550 |
Equity Ownership & Alignment
- Equity awards emphasize long-term alignment via stock options; 10-year term; time-based vesting (25% at first anniversary, then equal monthly over 36 months) .
| 2024 Equity Grant (CFO) | Details |
|---|---|
| Options granted (#) | 80,000 |
| Exercise price ($/sh) | $11.17 (grant date 1/1/2024) |
| Grant date fair value ($) | $411,337 |
| Term | 10 years |
| Vesting | 25% at 1-year; monthly over 36 months thereafter |
| Outstanding Equity (12/31/2024) | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Option grant 11/1/2023 | 240,536 | 584,161 | $9.26 | 11/1/2033 |
| Option grant 1/1/2024 | — | 80,000 | $11.17 | 1/1/2034 |
| Beneficial Ownership (as of 4/15/2025) | Shares | % Outstanding | Notes |
|---|---|---|---|
| Ian Somaiya | 292,901 | <1% | Consists of options exercisable within 60 days; no pledging noted |
- Anti-hedging and anti-pledging policy for officers/directors; no pledging allowed; insider trading policy and clawback policy are in place .
Insider Transactions (2025 YTD)
- Adopted 10b5-1 trading plan; exercised options with strike $9.26 and acquired ordinary shares; multiple transactions on Jan 27–28, 2025 (M—option exercise) .
- Additional Form 4 filed Jan 7, 2025 reflects transactions under plan .
- Press and data services report open-market sales on Jan 27–28, 2025 totaling ~61,883 shares at ~$21.45–$22.61 per share; cross-verify with SEC filings for precise lot details .
Vesting cadence for CFO awards: 25% at first anniversary, then monthly over 36 months; the Form 4 explanation reiterates this schedule .
Employment Terms
- Agreement dated Oct 6, 2023: at-will; base salary; annual cash bonus targeted at 45% of salary; eligible for LTIP equity; confidentiality, IP assignment, non-compete, non-solicit obligations .
- Severance (termination without Cause or for Good Reason): 12 months base salary, earned/ payable bonus, prorated current-year bonus, and COBRA premium reimbursement; change-in-control double-trigger accelerates all time-based equity and extends exercise period on certain vested options if termination occurs within 3 months before or 12 months after a change-in-control .
- Potential payments (as of 12/31/2024):
- Involuntary or Good Reason (no CIC): $678,600 cash; benefits $35,711; total $714,311 .
- Involuntary or Good Reason in connection with CIC: cash $678,600; long-term incentive acceleration $10,766,007; benefits $35,711; total $11,480,318 .
- Clawback policy adopted in 2023 compliant with SEC Rule 10D-1/Nasdaq 5608; applies to incentive comp tied to financial reporting measures in event of restatement .
- No excise tax gross-ups; severance/change-in-control on double-trigger basis only .
Investment Implications
- Pay-for-performance alignment: CFO’s 2024 bonus at 175% reflects outsized goal achievement across financing ($190.0M and $453.4M net proceeds), IP extension (to July 2043 composition of matter), and pivotal clinical milestones; this supports retention and signals execution strength in capital markets and clinical operations .
- Equity alignment and selling pressure: Significant unexercised options with long duration align incentives, but observed 10b5-1-driven option exercises and reported sales in Jan 2025 could introduce near-term selling pressure; monitor continued Form 4s and any new trading plans for cadence and scale .
- Retention risk mitigants: Double-trigger CIC equity acceleration and 12-month cash severance plus prorated bonus reduce flight risk during strategic inflection points (e.g., regulatory filings/launch), while clawback and anti-pledging policies strengthen governance and alignment .
- Performance outlook: With TSR outperformance over two years and improving EBITDA loss trajectory alongside revenue ramp typical of pre-commercial transition, CFO stewardship of runway/financing remains a key lever; continued capital discipline and launch readiness milestones are likely to drive future payouts under the disclosed metric framework .*
References:
- Company DEF 14A (May 8, 2025): directors/executives, compensation framework, grants/payouts, employment agreements, policies, ownership .
- SEC/IR Form 4s (Jan 7 & Jan 29, 2025): option exercises under Rule 10b5-1 plan and transaction details .
- Third-party insider transaction summaries (to be validated against SEC filings): .
- S&P Global disclaimer: Company financial values marked with asterisks are retrieved from S&P Global.