James Topper
About James N. Topper
James N. Topper, M.D., Ph.D., is a non-executive director of NewAmsterdam Pharma Company N.V. who has served on the board since November 2022 and was nominated in 2025 for a new four-year term ending at the close of the 2029 AGM; he was 63 years old as of April 15, 2025 . He is a Managing Partner at Frazier Life Sciences, which he joined in 2003, and previously served as CEO and Chair of Frazier Lifesciences Acquisition Corporation (FLAC) from October 2020 until November 2022 . Dr. Topper holds an M.D. and a Ph.D. in Biophysics from Stanford University and a B.S. from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frazier Lifesciences Acquisition Corporation (FLAC) | Chief Executive Officer and Chairman | Oct 2020 – Nov 2022 | Led SPAC through business combination timeframe |
| Frazier Life Sciences | Managing Partner; opened Menlo Park office | Since 2003 | Invested across 35+ companies; multiple successful exits (e.g., Acerta → AstraZeneca; Alpine Immune Sciences → Vertex; Amunix → Sanofi; Calistoga → Gilead; Entasis → Innoviva; Rempex → The Medicines Company; CoTherix → Actelion) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Phathom Pharmaceuticals, Inc. (Nasdaq: PHAT) | Director (represents Frazier) | Current | Listed public company |
| Lassen Therapeutics | Director (represents Frazier) | Current | Private biotech |
| Seraxis Holdings, Inc. | Director (represents Frazier) | Current | Private biotech |
| Enlaza Therapeutics, Inc. | Director (represents Frazier) | Current | Private biotech |
| Attovia Therapeutics, Inc. | Director (represents Frazier) | Current | Private biotech |
| Architect Therapeutics | Director (represents Frazier) | Current | Private biotech |
| Serum Detect, Inc. | Director (represents Frazier) | Current | Private biotech |
Additional historical board leadership across exits includes Acerta, Amunix, Calistoga, Entasis, Mavupharma, Rempex, Incline, Alnara, Portola, CoTherix, Threshold; these are prior investments/roles rather than current directorships .
Board Governance
- Independence: The Board determined that all directors except Michael Davidson, John Kastelein, and James Topper are independent under Nasdaq Rule 5605(a)(2); thus Dr. Topper is not independent .
- Designation: Drs. Topper and Downing were designated to the Board by Frazier Lifesciences, reflecting sponsor influence .
- Committee assignments: Current committee rosters do not list Dr. Topper on Audit, Compensation, or Nomination & Corporate Governance Committees .
- Attendance: The Board met four times in 2024; no director attended fewer than 75% of Board or relevant committee meetings .
- Board leadership: William H. Lewis serves as Chair and Mark McKenna as Vice Chair of the Board, not Dr. Topper .
- Committee activity context: Audit Committee (Chair: John Smither) met 4x in 2024; Compensation Committee (Chair: Louis Lange) met 4x; Nomination & Corporate Governance Committee (Chair: William Lewis) held no formal meetings but acted by unanimous written consent .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual retainer (policy) | $43,000 | All non-employee directors; ranges of $5,000–$20,000 for committee roles |
| Cash fees actually paid (Topper) | $40,000 | Director compensation table for 2024 |
| Committee fees (Topper) | $0 | Not on committees per roster; no additional committee fees reflected |
- Director service agreements include non-compete/non-solicit for all directors except Dr. Topper; Topper’s service agreement does not include these restrictions and does not provide for compensation (compensation determined separately) .
- Indemnification agreements in place for all directors, including Dr. Topper, to the maximum extent permitted by law .
Performance Compensation
| Equity/Performance Element | Grant Value/Units | Terms/Performance Metrics |
|---|---|---|
| Stock options (Topper, 2024) | $0 | Company grants options to certain non-employee directors other than those affiliated with significant shareholders; Topper (Frazier-affiliated) received no option award in 2024 |
- No director performance metrics disclosed for non-employee director compensation (director pay is retainer-based; equity grants, where made, are not reported as performance-conditioned) .
Other Directorships & Interlocks
- Major shareholder affiliation: Dr. Topper is a manager/member across several Frazier general partners and entities that collectively own or control 16,421,891 Ordinary Shares and certain warrants through Sponsor and affiliated funds (e.g., FLS X, FLS XI, FLSPF, FLSPOF) .
- Designation rights: Frazier designated Dr. Topper to the Board, constituting a governance interlock with a 10%+ shareholder .
Expertise & Qualifications
- Medical/scientific and investing: Extensive biotech investing and board experience across >35 companies; recognized on the Midas List (2011, 2016) and as a top healthcare investor by Forbes (2013) .
- Education: M.D./Ph.D. in Biophysics (Stanford); B.S. (University of Michigan) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| James N. Topper, M.D., Ph.D. | 16,421,891 | 14.58% | Includes holdings via Frazier Lifesciences Sponsor LLC and affiliated Frazier funds/warrants as described in footnotes |
| Shares pledged as collateral | None disclosed | — | Company states, to its knowledge, no executive officer, director, or director nominee has pledged shares |
- Hedging/pledging policy: Company prohibits officers and non-employee directors from hedging, pledging, or short sales of Company securities; maintains a clawback policy compliant with SEC/Nasdaq .
Insider Trades
| Date | Form | Description/Source |
|---|---|---|
| Mar 28, 2025 | Form 4 | Form 4 filed by Dr. Topper; referenced in beneficial ownership footnotes |
Governance Assessment
- Alignment vs. independence: Dr. Topper brings deep biotech capital allocation and board expertise, but is not independent and was designated by Frazier, a 14.58% shareholder—creating a potential conflict vector typical for sponsor-affiliated directors .
- Ownership signal: Economic alignment is strong through substantial beneficial ownership via Frazier entities; no pledged shares reported, and anti-hedging/pledging policy further supports alignment .
- Board effectiveness: Attendance thresholds met; committees appear active (except Nom/Gov formal meetings), with robust Audit/Comp activity; however, Topper holds no committee role, which limits his direct influence on audit/compensation oversight .
- Conflicts controls: Company has a related-party transaction policy and Dutch-law conflict procedures (recusal requirements); these mitigate, but do not eliminate, the structural sponsor conflict .
RED FLAGS
- Non-independence and sponsor designation (Frazier), combined with significant beneficial ownership and governance influence through multiple Frazier entities .
- Director service agreement for Topper lacks non-compete/non-solicit provisions included in other directors’ agreements, a modest governance anomaly to monitor .