John Kastelein
About John Kastelein
Chief Scientific Officer and non-executive director since November 2022; co‑founder of NewAmsterdam Pharma in 2020 and served as CSO and executive director until November 2022. Medical doctorate with honors (University of Amsterdam); trained in internal medicine (AMC, University of Amsterdam) and in lipidology/molecular biology (University of British Columbia); emeritus professor and former chair of vascular medicine at AMC; first clinical CETP-inhibition research published in NEJM (1997) . Company performance context: total shareholder return rose to 235.78 in 2024 (from 102.48 in 2023); net income remained negative at $(242)M in 2024 and $(177)M in 2023, consistent with pre-commercial stage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NewAmsterdam Pharma | Co‑founder; CSO and executive director | 2020–Nov 2022 | Senior scientific leadership shaping product development; Board-qualified due to deep product expertise . |
| NewAmsterdam Pharma | CSO and non-executive director | Nov 2022–present | Ongoing R&D leadership; Board service leveraging medical/scientific knowledge . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vascular Research Network Inc. | Chief Executive Officer | Jan 2013–present | Clinical research leadership; industry network expansion . |
| Staten Biotechnology B.V. | Chief Medical Officer | Jan 2018–present | Translational medicine oversight; cardiometabolic focus . |
| North Sea Therapeutics Inc. | Board director | Ongoing | Therapeutic development governance . |
| Oxitope Pharma Inc. | Board director | Ongoing | Early-stage biotech governance . |
| Dutch Atherosclerosis Society | Advisory board member | Ongoing | Scientific advisory; cardiovascular domain leadership . |
| Academic Medical Center (University of Amsterdam) | Emeritus professor; former chair, vascular medicine | Prior years | Academic leadership; talent pipeline and clinical trial expertise . |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Bonus Paid (USD) |
|---|---|---|---|
| 2023 | $459,346 | 40% (policy) | $218,412 |
| 2024 | $486,046 | 40% | $327,031 |
Notes: 2024 salary reported in USD converted from EUR at $1.0824/EUR . Annual bonus paid early following year; overall performance level for 2024 set at 175% for Kastelein .
Performance Compensation
Annual Performance-Based Cash Bonus Plan (2024)
| Metric Category | Weighting | Target (USD) | Actual Performance | Payout (USD) | Vesting/Payment |
|---|---|---|---|---|---|
| Clinical development progression | 40% (up to +75% for stretch) | $194,418 target (40% of base) | Exceeded corporate goals (Comp Cttee determination, Jan 2025) | $327,031 (175% of target) | Cash, paid early 2025 |
| CMC supply & launch readiness | 5% | — | Included in corporate assessment | — | — |
| Finance (funding runway) | 20% | — | Public offerings completed (Dec 2024 $453.4M net) | — | — |
| IP/Operations/BD | 15% (up to +25% stretch) | — | Patent issued (USPTO No. 12,006,305) | — | — |
| Commercial/Medical Affairs | 20% | — | Launch planning across markets | — | — |
LTIP Equity Awards (Options; time-based)
| Grant Date | Securities Underlying Options (#) | Exercise Price ($/sh) | Term/Expiration | Vesting Terms | Grant Date Fair Value (USD) |
|---|---|---|---|---|---|
| 11/22/2022 | 970,229 (exercisable at $1.21 FX) | $1.21 (EUR 1.16392 FX) | 7/6/2031 | 25% at 1-year; then 36 equal monthly installments | — |
| 11/22/2022 | 506,125 exercisable; 465,601 unexercisable | $10.00 | 11/22/2032 | 25% at 1-year; then 36 equal monthly installments | — |
| 1/1/2023 | 228,732 exercisable; 248,615 unexercisable | $10.90 | 1/1/2033 | 25% at 1-year; then 36 equal monthly installments | — |
| 1/1/2024 | 500,000 unexercisable (at grant) | $11.17 | 1/1/2034 | 25% at 1-year; then 36 equal monthly installments | $2,570,852 |
Option exercises (liquidity signal): 201,673 shares exercised in 2024; value realized $4,094,829 .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | % of Shares Outstanding | Composition / Notes |
|---|---|---|---|
| 03/22/2023 | 1,595,446 | 1.95% | Early post‑de-SPAC base; options included per 60-day rule . |
| 02/16/2024 | 1,699,981 | 1.87% | 1,226,889 options via Futurum B.V./PoolCo; 473,640 options direct, exercisable within 60 days . |
| 04/15/2024 | 1,503,701 | 1.64% | 970,229 options via NAP PoolCo; 533,472 options direct, exercisable within 60 days . |
| 04/15/2025 | 2,107,849 | 1.85% | No pledging of executive/Director shares; hedging/pledging prohibited by policy . |
- Pledging/Hedging: Company prohibits short sales, options transactions, pledging or hedging by executives/directors .
- Ownership Guidelines: Not disclosed.
- Insider pressure: 2024 option exercises indicate realized value; monitor future Form 4 activity for pattern persistence .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Nov 18, 2022 (Chief Scientific Officer) . |
| Base salary | Approximately $425,000 at inception; policy updated, 2024 salary $486,046 . |
| Target annual bonus | 40% of base; discretionary; paid subject to continued employment through payment date . |
| Severance (no cause) | 12 months of base salary . |
| Change-in-control | If terminated without cause or for good reason within 3 months prior to or 12 months post‑CIC: severance as above; acceleration of all time‑based stock options/equity awards; extension of exercise period for certain vested options . |
| Covenants | Confidentiality and assignment of inventions; customary non‑competition and non‑solicitation obligations . |
| Clawback | Company clawback policy aligns with SEC/Nasdaq rules; recovery of erroneously awarded incentive compensation upon restatement . |
| Tax gross‑ups | Not disclosed. |
| Deferred comp/Pension/Perqs | Not specifically disclosed for Kastelein; aggregate program context provided elsewhere . |
Board Governance
- Role: Non‑executive director since November 2022; concurrently serves as CSO (dual‑role) .
- Independence: Board determined all directors except Davidson, Kastelein, and Topper are independent under Nasdaq Rule 5605(a)(2); Kastelein is not independent due to executive role .
- Attendance: In 2023, all directors met attendance thresholds except Dr. Kastelein (Board meetings <75%) and Ms. Van der Kamp (Audit Committee while member) — governance red flag for engagement .
- Committees: Audit (Smither chair; members Smither, Lange, Lewis), Compensation (Lange chair; members Smither, van der Kamp, Lewis), Nomination & Corporate Governance (Slootweg chair; members Downing, Lange); Kastelein is not listed on standing committees .
- Director compensation: Non‑employee director retainer $40,000 plus committee fees ($5k–$15k) and option grants for certain non‑employee directors; Kastelein does not receive additional compensation for board service (as an executive) .
Director Compensation (Context)
| Item | Amount/Policy |
|---|---|
| Annual retainer (non‑employee directors) | $40,000 . |
| Committee chair/member fees | $5,000–$15,000 . |
| Equity grants | Options to certain non‑employee directors (excluding those affiliated with significant shareholders) . |
| Kastelein board pay | No additional compensation for board service . |
Compensation Peer Group (Benchmarking)
| Peer Group (used for 2024 compensation setting) |
|---|
| 4D Molecular Therapeutics; 89bio; Akero Therapeutics; Belite Bio; Cogent Biosciences; Crinetics Pharmaceuticals; Cullinan Oncology; Erasca; Humacyte; IDEAYA Biosciences; Immunovant; Inhibrx; Keros Therapeutics; Madrigal Pharmaceuticals; PMV Pharmaceuticals; Pliant Therapeutics; Replimune; Scholar Rock; Structure Therapeutics; Tarsus Pharmaceuticals; Ventyx Biosciences; Vera Therapeutics; Viking Therapeutics . |
- Committee supplemented with Radford 2023 Global Life Science Survey (pre‑commercial biopharma <150 employees) .
- Pay mix: 2024 target pay was mostly variable and at‑risk (CEO 90%, non‑PEO NEOs 77%) .
Additional Performance & Track Record
| Year | Company TSR ($) | Peer Group TSR ($) | Net Income (USD, mm) |
|---|---|---|---|
| 2023 | 102.48 | 104.59 | (177) |
| 2024 | 235.78 | 104.00 | (242) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 11/22/2022 | 970,229 | — | 1.21 (EUR 1.16392 FX) | 7/6/2031 |
| 11/22/2022 | 506,125 | 465,601 | 10.00 | 11/22/2032 |
| 1/1/2023 | 228,732 | 248,615 | 10.90 | 1/1/2033 |
| 1/1/2024 | — | 500,000 | 11.17 | 1/1/2034 |
Vesting: 25% on first anniversary, remainder monthly over 36 months (time‑based) .
Risk Indicators & Red Flags
- Dual role (CSO + director) → independence concerns; Kastelein classified non‑independent .
- Board attendance below 75% in 2023 → governance engagement risk .
- Option exercise in 2024 ($4.09M realized) → monitor potential selling pressure around vesting dates .
- Hedging/pledging prohibited (policy mitigates misalignment risk) .
- Clawback policy in place under SEC/Nasdaq rules .
Employment Terms – Change‑of‑Control Economics & Severance
| Provision | Economics/Trigger |
|---|---|
| Severance (no cause) | 12 months base salary . |
| CIC acceleration | Double‑trigger: termination without cause or for good reason within 3 months pre‑CIC or 12 months post‑CIC; accelerates all time‑based options/equity; extends exercise window for certain vested options . |
Investment Implications
- Pay-for-performance alignment: Kastelein’s variable cash payout scaled to corporate R&D/IP/commercial milestones; 2024 payout at 175% of target reflects strong execution against pre‑commercial goals, aligning incentives with value creation drivers prior to revenue generation .
- Retention risk: Standard severance (12 months salary) and CIC double‑trigger acceleration provide moderate protection; significant unvested option overhang (e.g., 500k options at $11.17 granted in 2024) supports retention but creates periodic exercise windows that could introduce supply overhang near vest dates .
- Ownership alignment: Beneficial stake ~1.85% as of April 2025 with no pledging permitted; 2024 option exercise proceeds indicate meaningful realized alignment, but continued monitoring of Form 4s is advisable for sell‑down trends .
- Governance watch‑items: Non‑independent director status and sub‑75% board attendance in 2023 warrant monitoring; absence from key committees limits direct influence on audit/compensation processes, partially mitigating dual‑role concerns .
- Trading signals: Upcoming vesting schedules (monthly following 1‑year cliffs) and any corporate milestones that affect bonus determinations can be catalysts; strong 2024 TSR alongside negative net income underscores binary, milestone‑driven profile typical of pre‑commercial biopharma .