Louis Lange
About Louis Lange
Louis Lange, M.D., Ph.D. is an independent non‑executive director of NewAmsterdam Pharma Company N.V. (NAMS), age 76, serving since November 2022; his current Board term expires in 2028 . He holds a B.A. from the University of Rochester, an M.D. and a Ph.D. in Biological Chemistry from Harvard University, and previously served as chief of cardiology and professor of medicine at Washington University School of Medicine . The Board has determined he is independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CV Therapeutics, Inc. (Nasdaq: CVTX) | Founder, CEO, Chairman | 1990–2019 | Led company through development; later acquired by Gilead; senior advisor to Gilead 2009–2019 |
| Gilead Sciences, Inc. | Senior Advisor (post‑acquisition of CVTX) | 2009–2019 | Strategic advisory role |
| Washington University School of Medicine | Chief of Cardiology; Professor of Medicine | Not disclosed | Early academician in molecular cardiology |
External Roles
| Organization | Role | Public/Private | Tenure/Status |
|---|---|---|---|
| Asset Management Ventures | General Partner | Private | Current |
| Stealth Biotherapeutics Corp. | Director | Private (as disclosed) | Current |
| Amygdala Neurosciences, Inc. | Director | Private | Current |
| Incendia Therapeutics, Inc. | Director | Private | Current |
| Audentes Therapeutics, Inc. | Former Director | Public (sold to Astellas) | Prior; sold to Astellas |
| CymaBay Therapeutics | Former Director | Public (acquired by Gilead) | Prior; acquired by Gilead |
Board Governance
- Committees: Compensation Committee Chair; Nomination & Corporate Governance Committee member .
- Independence: Board determined Lange is independent (Davidson, Kastelein, Topper are not) .
- Attendance: Board met four times in 2024; no director attended fewer than 75% of Board or committee meetings; Lange attended the 2024 AGM .
- Arrangements: Initially designated by NewAmsterdam Pharma pursuant to the Business Combination Agreement (designation disclosed) .
- Committee consultant: Aon engaged as independent compensation consultant; Compensation Committee assessed Aon’s independence and found no conflicts in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $43,000 | Applies to all non‑employee directors |
| Committee fees (cash) | $5,000–$20,000 | Range for chair/members; exact per director not itemized |
| Total cash fees earned (2024) | $57,750 | Lange’s 2024 cash compensation |
| Option awards grant‑date fair value (2024) | $51,417 | ASC 718 fair value |
| Total 2024 director compensation | $109,167 | Sum of cash + option fair value |
Director service agreements include non‑competition and non‑solicitation; indemnification agreements provide advancement/indemnification to the fullest extent permitted by Dutch law .
Performance Compensation
- No director performance‑metric‑based pay disclosed; equity for non‑employee directors is in the form of options, generally time‑based vesting (NEO options vest 25% at year 1 then monthly; director vesting terms not disclosed) . | Equity Element | Quantity/Detail | Notes | |---|---|---| | Options outstanding (as of 12/31/2024) | 237,769 | Aggregate options underlying awards outstanding | | Options exercisable within 60 days (as of 4/15/2025) | 172,972 | Included in beneficial ownership | | Warrants | 44,619 | Included in beneficial ownership | | RSUs vesting within 60 days | 137 | Included in beneficial ownership |
Policies and safeguards:
- Clawback policy (SEC/Nasdaq compliant) adopted; applicable primarily to executive incentive compensation .
- Anti‑hedging and anti‑pledging policy; officers and non‑employee directors prohibited from hedging/pledging or short sales of Company securities .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks | None; all members independent; no executive served on comp committees of companies employing committee members |
| Potential interlocks with competitors/suppliers | Not disclosed; none identified in proxy |
Expertise & Qualifications
- Medical/Scientific leadership in cardiology; early molecular cardiology academic credentials .
- Founder/CEO experience at CV Therapeutics; post‑acquisition advisory at Gilead .
- Governance experience across multiple biotech boards (current private, prior public) .
- Education: B.A. (University of Rochester); M.D. and Ph.D. (Harvard University) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 245,777 | As of 4/15/2025 |
| Ownership % of shares outstanding | <1% | Based on 112,170,677 shares outstanding |
| Ordinary shares (direct/indirect) | 28,049 (via LGLange III Trust) | Footnote (7) |
| Options exercisable within 60 days | 172,972 | Footnote (7) |
| Warrants | 44,619 | Footnote (7) |
| RSUs vesting within 60 days | 137 | Footnote (7) |
| Shares pledged as collateral | None (to Company’s knowledge) | Anti‑pledging policy in place |
Governance Assessment
- Positives: Independent status; Compensation Committee Chair; use of independent consultant (Aon) with no conflicts; strong meeting attendance; anti‑hedging/pledging policy; indemnification framework aligned with Dutch law .
- Alignment: Owns equity via options/warrants/RSUs and shares; no pledging; director cash/equity mix moderate; option awards provide long‑term alignment .
- Watch items: Initial designation under Business Combination Agreement (monitor independence rigor – Board concluded independence); multiple private‑company board roles (monitor potential related‑party transactions; none disclosed) .
- Signals: As Chair, Lange signed the Compensation Committee Report; Committee oversees incentive plans and risk; say‑on‑pay initiated in 2025 (results not yet disclosed) – continued focus on pay‑for‑performance and shareholder feedback expected .