Michael Davidson

About Michael Davidson

Michael Davidson, M.D., is Chief Executive Officer and an executive director of NewAmsterdam Pharma (NAMS); he has served as CEO since November 2022, is 68 years old, and holds a B.A. and M.S. from Northwestern University and an M.D. from The Ohio State University; he is also a professor of medicine and director of the lipid clinic at the University of Chicago .
Dr. Davidson’s track record includes founding Corvidia Therapeutics (sold to Novo Nordisk for up to $2.1B in 2020) and co-founding Omthera Pharmaceuticals (sold to AstraZeneca for up to $443M in 2013) .
Under his leadership in 2024, NAMS delivered positive topline data from three Phase 3 trials (BROOKLYN, TANDEM, BROADWAY) and ended 2024 with $834.2M in cash, cash equivalents and marketable securities, supporting launch readiness activities; the company also executed two equity financings in 2024 (approximately $190.0M in February and $453.4M in December) .
Pay-versus-performance disclosures indicate company TSR translated a hypothetical $100 investment into $235.78 in 2024 (vs. $102.48 in 2023), while net losses were $241.6M in 2024; revenue increased to $45.6M in 2024 from $14.1M in 2023 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Performance Bonus Structure (2024)

• Corporate performance metrics and weights (pre-commercial biopharma context): Clinical development (40%, with +75% stretch), CMC (5%), Finance and funding runway (20%), IP/Operations/BD (15%, with +25% stretch), Commercial/Medical Affairs (20%) .
• Target opportunities: CEO 50% of base salary; committee determined 2024 overall performance exceeded goals .
• 2024 payout for Dr. Davidson: Base $621,300; Target $310,650; Overall performance 160%; Actual payout $497,040 .

Long-Term Equity Incentives

• Equity vehicle and design: NAMS uses stock options as primary LTI; 10-year term; options vest 25% on first anniversary then in 36 equal monthly installments; exercise price equals grant-date closing price .
• 2024 CEO grant: 1,039,939 options at $11.17, grant-date fair value $5,347,060; effective January 1, 2024 .

Policies: No timing around MNPI; Item 402(x) disclosure confirms Jan 1, 2024 grant close to a press release had a -0.50% price change; anti-hedging/anti-pledging in place; clawback policy compliant with SEC/Nasdaq; no option repricing; no excise tax gross-ups .

Equity Ownership & Alignment

• Beneficial ownership: Dr. Davidson beneficially owns 4,460,772 shares (3.85% of 112,170,677 outstanding as of April 15, 2025) .
• Pledging/hedging: Company policy prohibits pledging and hedging; to the company’s knowledge, no executive or director shares were pledged as security .
• Insider selling pressure context: CEO equity vests monthly following the first anniversary, which can create ongoing sellable supply; however, anti-hedging/anti-pledging policies reduce misalignment risk .

Outstanding Equity Awards (as of 12/31/2024)

Employment Terms

• Agreement: Employment agreement dated January 25, 2023 .
• Pay mix: Base salary with annual cash bonus targeted at 50% of base; eligible for LTIP equity .
• Severance (non‑CIC): If terminated without Cause or for Good Reason, 12 months base salary, earned/earned-to-date bonus plus pro‑rated bonus, and up to 12 months COBRA premium reimbursement (subject to conditions) .
• Change‑in‑Control (double trigger): Same severance economics if terminated without Cause or for Good Reason within three months before or 12 months after a CIC; all time‑based stock options and equity awards accelerate (fully exercisable/nonforfeitable) and certain vested option exercise periods extend .
• Restrictive covenants: Confidentiality and Assignment of Inventions Agreement includes customary non‑competition and non‑solicitation provisions .

Potential Payments (as of 12/31/2024)

Board Governance (Director Service and Independence)

• Board service: Dr. Davidson has served as a director since 2022; the board proposes re‑appointment as executive director through the 2029 AGM; age 68 .
• Independence: The board determined all directors other than Dr. Davidson, Dr. Kastelein and Dr. Topper are independent under Nasdaq rules .
• Committees: Standing committees are Audit, Compensation, and Nomination & Corporate Governance; current members/chairs include: Audit (Chair: John W. Smither), Compensation (Chair: Louis Lange), Nomination & Corporate Governance (Chair: William H. Lewis) .
• Attendance: The board met 4 times in 2024; no director attended fewer than 75% of board/committee meetings .
• Director compensation (non‑employee): Annual cash retainer $43,000; additional $5,000–$20,000 for committee roles; CEO’s “all other comp” in 2024 includes $3,897 board service fees .

Say‑on‑Pay and Shareholder Feedback

• The company is conducting its first advisory say‑on‑pay and say‑on‑pay frequency votes at the 2025 AGM due to loss of “emerging growth company” status as of December 31, 2024; no historical SOP results are available yet .

Compensation Committee and Peer Benchmarking

• Governance practices include pay‑for‑performance emphasis, balanced metrics, independent compensation consultant, peer data referencing, clawback, and double‑trigger CIC provisions; prohibited practices include hedging/pledging, excise tax gross‑ups, and option repricing .
• The committee references a peer group constructed on industry, stage, R&D, market cap, headcount, and public company tenure; specific peer names not disclosed in the proxy .

Performance & Track Record (Company under Davidson’s Tenure)

• Clinical milestones: Positive topline results across three Phase 3 trials in 2024 (BROOKLYN, TANDEM, BROADWAY) with significant LDL‑C reductions vs. placebo; PREVAIL CVOT enrollment >9,500 completed in April 2024 .
• Liquidity/operations: Cash, cash equivalents, and marketable securities totaled $834.2M at year‑end 2024; management emphasized launch readiness investments .
• Financials: 2024 revenue $45.6M (from $14.1M in 2023) and net loss $241.6M (from $176.9M) reflecting R&D/SG&A expansion and non‑cash derivative fair value changes .
• TSR context: Pay‑versus‑performance table shows a $100 investment grew to $235.78 in 2024 (peer group $104.00) .

Equity Ownership & Alignment Details (Beneficial Ownership Snapshot)

Policy note: Anti‑hedging and anti‑pledging policies apply; to the company’s knowledge, no executive/director shares were pledged as collateral .

Investment Implications

• Pay-for-performance alignment: CEO’s 2024 bonus payout (160% of target) reflects over‑achievement on milestone‑driven, non‑financial metrics that are central to value inflection (Phase 3 data and financing runway), while LTI is predominantly stock options that require price appreciation, maintaining alignment with shareholders .
• Vesting/supply dynamics: Large multi‑year option grants vest quarterly/monthly after the first anniversary, creating potential incremental sellable supply over time; however, anti‑hedging/pledging curbs misalignment, and no pledging is disclosed .
• Retention and CIC risk: Non‑CIC severance is modest (12 months base + pro‑rated bonus + COBRA), but CIC economics include full acceleration of time‑based equity and materially higher potential value, which could influence negotiations in strategic scenarios (total CIC package modeled at ~$42.3M as of 12/31/2024) .
• Governance quality: CEO is an executive director (not independent), but the board maintains independent committee leadership (Audit, Compensation, N&CG) and strong meeting attendance, which mitigates dual‑role concerns .
• Execution track record: Prior exits at Corvidia and Omthera underscore business development acumen; within NAMS, 2024 Phase 3 successes, strengthened balance sheet, and disclosed TSR uplift indicate positive execution trajectory into regulatory/launch phases, albeit with continued operating losses typical of pre‑commercial biopharma .