Wouter Joustra
About Wouter Joustra
Wouter Joustra (age 36) is a temporary non‑executive director of NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS) since July 16, 2024; the Board nominated him for a term through the 2027 AGM, subject to shareholder approval. He is a General Partner at Forbion, a global life sciences venture firm, and previously served as a Senior Trader and Executive Board member at Kempen, a European boutique investment bank. He holds an M.Sc. in Business Administration and a B.Sc. in International Business and Management from the University of Groningen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kempen (European boutique investment bank) | Senior Trader; Executive Board member, life sciences franchise | Pre-2019 | Managed trading portfolio; deal structuring and ECM transactions; block trades |
| Forbion European Acquisition Corporation (SPAC) | Director | Until Oct 2023 (completed business combination with enGene Holdings Inc.) | Board member through business combination completion |
| Gyroscope Therapeutics Holdings plc | Director | Until Feb 2022 (acquired by Novartis) | Board member through acquisition |
| VectivBio AG (Nasdaq: VECT) | Director | Dec 2022–Dec 2023 (acquired by Ironwood Pharmaceuticals) | Board member through acquisition |
| Aiolos Bio, Inc. | Director | Until Feb 2024 (acquired by GSK) | Board member through acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forbion | General Partner; Investment Committee member | 2019–present | Deal origination; portfolio management; divestment strategies |
| VectorY Therapeutics | Director | Current | Board member |
| Beacon Therapeutics | Director | Current | Board member |
| enGene Holdings Inc. (Nasdaq: ENGN) | Director | Current | Board member |
| Navigator Medicines | Director | Current | Board member |
| Verdiva Bio | Director | Current | Board member |
Board Governance
- Status: Non‑executive, independent director under Nasdaq rules; Board independence review determined all directors other than Davidson, Kastelein, and Topper are independent .
- Committee assignments: Not currently listed on Audit, Compensation, or Nomination & Corporate Governance Committees. Committee memberships are: Audit (Smither—Chair; Lewis; McKenna), Compensation (Lange—Chair; Lewis; McKenna), Nomination & Corporate Governance (Lewis—Chair; van der Kamp; Downing; Lange) .
- Attendance: Board met four times in 2024; no director attended fewer than 75% of Board or committee meetings .
- Board leadership: Chair—William H. Lewis; Vice Chair—Mark McKenna .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Cash fees (Board/committee) | $20,000 | FY2024 | Earned post‑appointment; company retainer policy for non‑employee directors: $43,000 annual, plus $5,000–$20,000 for chair/member committee roles . |
Performance Compensation
| Equity Instrument | Grant Date | # of Options/RSUs | Exercise Price | Vesting | Fair Value | Notes |
|---|---|---|---|---|---|---|
| Stock options | N/A in FY2024 | — | — | — | — | Company grants options to non‑employee directors other than those affiliated with significant shareholders; no option award shown for Joustra in 2024 . |
The director program primarily uses cash retainers; equity is selectively granted and may exclude affiliates of significant shareholders, which likely explains the absence of a grant for Joustra in 2024 .
Other Directorships & Interlocks
| Company | Listing/Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| enGene Holdings Inc. | Nasdaq: ENGN | Director | Forbion related transactions disclosed; Joustra is a General Partner at Forbion . |
| VectorY Therapeutics | Private/biotech | Director | None disclosed . |
| Beacon Therapeutics | Private/biotech | Director | None disclosed . |
| Navigator Medicines | Private/biotech | Director | None disclosed . |
| Verdiva Bio | Private/biotech | Director | None disclosed . |
Expertise & Qualifications
- Capital markets and life sciences investing: GP at Forbion; ECM structuring and block trading at Kempen .
- Board experience across late‑stage and M&A‑active biopharma (Gyroscope → Novartis; VectivBio → Ironwood; Aiolos → GSK) .
- Education: M.Sc. Business Administration; B.Sc. International Business & Management (University of Groningen) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Wouter Joustra (individual) | — | — | No individual beneficial ownership reported as of April 15, 2025; and “to our knowledge” no director’s shares are pledged . |
| Entities affiliated with Forbion | 10,656,172 | 9.50% | Forbion is a significant shareholder; footnote clarifies Joustra is a partner and investment committee member but does not have beneficial ownership of Forbion’s reported holdings . |
Governance Assessment
- Independence and committee roles: Joustra is independent and not seated on key standing committees (Audit/Comp/NCG), limiting direct influence on financial oversight and pay decisions while reducing committee‑level conflict risk given his Forbion affiliation .
- Ownership alignment: No reported individual beneficial ownership and no director option grant in 2024; while policy may exclude affiliates of significant shareholders from equity grants, the lack of personal holdings may weaken direct alignment compared to peers receiving option awards .
- Potential conflicts: Forbion holds 9.50% of NAMS; Joustra is a Forbion GP and investment committee member. The company disclosed a 2023 secondary offering by selling securityholders that included Forbion affiliates; NAMS received no proceeds. Board determined Joustra’s independence under Nasdaq; proxy indicates no related‑party transactions requiring Item 404(a) disclosure tied to Joustra’s appointment .
- RED FLAG: Significant shareholder affiliation (Forbion) alongside a board seat warrants ongoing monitoring of related‑party exposures and committee participation if assignments change .
- Attendance and engagement: ≥75% attendance threshold met across directors; Board met four times in 2024. As a late‑2024 appointee, Joustra’s engagement will be clearer in future disclosures; current attendance disclosure supports baseline effectiveness .
- Director pay structure: Cash retainer standard; equity awards used for many non‑employee directors, but not for affiliates of significant shareholders. Joustra’s 2024 compensation reflects partial‑year service; equity non‑grant is consistent with stated policy .
Summary Signals for Investors
- Positive: Independent status despite sponsor affiliation; deep capital markets/biopharma board experience; no pledging; attendance above minimum .
- Watch items: Limited personal ownership/option exposure; Forbion’s 9.50% stake with Joustra as GP constitutes a structural conflict risk—monitor any related‑party transactions, future committee assignments, and director equity policy applications .