Brian Goff
AGIOS PHARMACEUTICALSAbout Brian Goff
Brian Goff, 56, has served as Agios Pharmaceuticals’ Chief Executive Officer and a member of its board since August 2022. He holds an MBA from the Wharton School and a BA from Skidmore College, and brings 30+ years of rare disease commercialization and global operations experience from Alexion, Baxalta/Baxter, Neurovance, Novartis, and Johnson & Johnson . Pay-versus-performance disclosures show AGIO’s TSR and operating metrics during his tenure; Net Product Revenue rose from $11.74M (2022) to $26.82M (2023) and $36.50M (2024), with Net Income at $(232)M (2022), $(352)M (2023), and $674M (2024), reflecting strategic transactions and pipeline progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alexion Pharmaceuticals | EVP, Chief Commercial & Global Operations Officer | 2017–2021 | Led global commercial and operations across North America, EMEA, Japan, APAC, LATAM; rare disease launches and scale-up . |
| Neurovance | Chief Operating Officer; Board Director | 2016–2017 | Operational leadership through sale to Otsuka Pharmaceuticals . |
| Baxalta | EVP & President — Hematology Division | 2015–2016 | Division leadership through acquisition by Shire . |
| Baxter Healthcare | Global Hemophilia Franchise Head | 2012–2014 | Global franchise leadership in hemophilia . |
| Novartis; Johnson & Johnson | Sales & Marketing roles | Earlier career | Progressive commercial leadership in large pharma . |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Intellia Therapeutics (NASDAQ: NTLA) | Director | 2024–present | Independent director; appointed to Compensation & Talent Development Committee; option to purchase 22,297 shares at $25.96 and 15,409 RSUs granted per standard non-employee program; vests over ~3 years; change-in-control acceleration . |
| Intellia Therapeutics | Committee leadership | 2024–present | Chairs Compensation & Talent Development Committee and serves on Nominating & Corporate Governance Committee (as disclosed by AGIO) . |
Board Governance
- AGIO: Director since August 2022; as CEO, not independent; board chair role separated (Jacqualyn Fouse transitioned to Chair effective Aug 8, 2022), mitigating CEO-chair dual-role risk .
- NTLA: Independent director with committee responsibilities noted above, indicating governance expertise and industry network breadth .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $308,239 | $798,250 | $822,198 | $846,863 |
| Target Bonus (%) | 70% (agreement) | 70% | 70% | 70% |
| Actual Annual Incentive ($) | $195,300 | $648,179 | $719,423 | — |
| All Other Compensation ($) | $9,834 | $12,546 | $11,653 | — |
Notes: 2022 reflects partial-year salary (started Aug 8, 2022) and sign-on bonus separately disclosed below .
Performance Compensation
Annual Equity Mix and Grants
| Item | 2023 Grants | 2024 Grants | 2025 Grants |
|---|---|---|---|
| Stock Options (shares) | 94,500 @ $25.01 (3/1/2023) | 195,500 @ $32.27 (3/1/2024) | 142,500 @ $35.54 (3/1/2025) |
| RSUs (shares) | 25,500 (3/1/2023) | 54,000 (3/1/2024) | 39,000 (3/1/2025) |
| PSUs (shares) | 25,500 (3/1/2023) | 54,000 (3/1/2024) | 78,000 (3/1/2025) |
| Intended Mix (by grant-date value) | Options, RSUs, PSUs per annual program | ~50% options, 25% RSUs, 25% PSUs | CEO: ~40% options, 20% RSUs, 40% PSUs (others 50/25/25) |
| Vesting Terms (options) | 25% at 1-year; monthly over next 36 months | Same | Same |
| Vesting Terms (RSUs) | 1/3 annually on grant anniversaries | Same | Same |
| Vesting Terms (PSUs) | Two specified regulatory milestones (binary vesting) | 1/4 on specified regulatory milestone; 3/4 on specified commercial milestone | CEO: 1/2 clinical milestone + 1/4 + 1/4 R&D milestone; others: 1/4 + 1/4 clinical + 1/2 R&D |
New-Hire Equity (Inducement Awards, 8/8/2022)
| Award Type | Shares | Exercise Price | Vesting |
|---|---|---|---|
| Options | 561,083 | $29.38 | 25% at 1-year; monthly over next 36 months |
| RSUs | 68,073 | — | 1/3 annually over 3 years |
| PSUs | 170,183 | — | Research/clinical/regulatory milestones (binary) |
Summary Compensation (Equity and Total)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,999,985 | $637,755 | $1,742,580 |
| Option Awards ($) | $8,981,089 | $1,319,723 | $3,480,506 |
| Total Compensation ($) | $11,744,447 | $3,416,453 | $6,776,359 |
Performance Plan Table (program design; payout details)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (Company goals) | Capped at 150% | Research, clinical, operational, financial goals | Not itemized | Paid per SCT above | Cash; paid following year |
| PSUs (2023) | Binary program | Achieve two specified regulatory milestones | Not disclosed | Vests per milestone | Per award terms |
| PSUs (2024) | Binary programs | 1 regulatory milestone; 1 commercial milestone | Not disclosed | Vests 25% (regulatory) / 75% (commercial) | Per award terms |
| PSUs (2025) | Emphasized performance | 2 clinical milestones; 1 R&D milestone (CEO weighting 50%/25%/25%) | Not disclosed | Vests per milestone | Per award terms |
Equity Ownership & Alignment
| Date (as of) | Common Owned | Options/Other Rights Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Mar 31, 2023 | — | — | — | — |
| Mar 31, 2024 | 53,780 | 273,032 | 326,812 | “Less than 1%” (asterisk in proxy) |
| Mar 31, 2025 | 92,345 | 493,940 | 586,285 | 1.0% |
- Stock Ownership Guidelines: CEO required to own ≥3x base salary; five-year phase-in. As of Mar 31, 2024 all directors/executives in compliance; Goff within phase-in and not yet required to meet threshold. As of Mar 31, 2025, all directors/executives in compliance (exception list did not include Goff) .
- Hedging/Pledging: Prohibited for all employees/directors, including margin purchases and pledging (limited exceptions noted in 2025 proxy) .
- Perquisites: Limited; no personal aircraft, auto leases, driver services; no tax gross-ups .
Outstanding Equity (Potential Supply/Pressure)
| Grant Date | Options Exercisable | Options Unexercisable | Strike | Expiration | Unvested RSUs | RSU Market Value | Unvested PSUs |
|---|---|---|---|---|---|---|---|
| 08/08/2022 | 327,294 | 233,789 | $29.38 | 08/08/2032 | 22,691 | $745,626 | Programmatic (milestones) |
| 03/01/2023 | 41,337 | 53,163 | $25.01 | 03/01/2033 | 17,000 | $558,620 | Programmatic (milestones) |
| 03/01/2024 | — | 195,500 | $32.27 | 03/01/2034 | 54,000 | $1,774,440 | Programmatic (milestones) |
Note: Options/RSUs follow standard time-based vesting (25%/1-year then monthly for options; 1/3 annually for RSUs). PSUs vest upon milestone achievement and can produce step-function insider liquidity post-vesting .
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | Appointed CEO and Director effective August 8, 2022 . |
| Base Salary at Hire | $775,000; Target bonus ≥70% (pro-rated in 2022) . |
| New-Hire Equity | Options: 561,083 at $29.38; RSUs: 68,073; PSUs: 170,183 (outside plan under Nasdaq inducement rule) . |
| Relocation/Sign-on | Relocation bonus $250,000 (CEO) . |
| At-Will; Policies | At-will employment; anti-hedging/pledging and ownership guidelines as above . |
Severance & Change-of-Control Economics
| Scenario | Cash Severance | Bonus | Benefits | Equity Acceleration |
|---|---|---|---|---|
| Non-CoC Termination (without cause or for good reason) | 12 months base salary | 100% of target in lump sum | COBRA contributions for 12 months | No acceleration except New-Hire time-based awards vest for what would have vested in next 12 months; new-hire options exercisable for 12 months . |
| CoC Termination (within 18 months of CoC) | CEO: 24 months base salary | CEO: 200% of target in lump sum | CEO: COBRA contributions for 24 months | Time-based equity vests; performance awards treated per award agreement/plan (generally full acceleration shown in 2023 example) . |
| Illustrative 12/31/2023 Potential Payments (CEO) | Severance $775,000 (non-CoC) / $1,550,000 (CoC) | Bonus $542,500 (non-CoC) / $1,085,000 (CoC) | Benefits $24,061 (non-CoC) / $48,122 (CoC) | Equity vesting value $637,163 (non-CoC acceleration of new-hire awards) / $1,911,490 (CoC full acceleration) |
Non-compete/non-solicit and release-of-claims conditions apply to receive severance benefits .
Say-on-Pay & Shareholder Feedback
- 2023 vote (comp paid in 2022): Over 90% approval .
- 2024 vote (comp paid in 2023): ~94% approval .
Director Compensation (External)
| Company | Cash Retainer | Equity | Vesting |
|---|---|---|---|
| Intellia Therapeutics (NTLA) | Standard non-employee director compensation program (amounts not disclosed in 8-K) | Option to purchase 22,297 shares (@$25.96) and 15,409 RSUs | 33 1/3% after 1 year, then quarterly over ~2 years; full acceleration upon change-in-control |
Compensation Committee & Program Alignment
- The Compensation & People Committee administers NEO compensation, targets retention and performance alignment, and maintained general approach after strong say-on-pay support .
- Equity design uses a mix of options (time-based) and PSUs (milestone-based), with 2025 CEO mix skewed more heavily to PSUs to emphasize performance contingency .
- No tax gross-ups; limited perquisites; stock ownership guidelines and anti-hedging/pledging policy are in place .
Performance Snapshot (Pay vs Performance disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Product Revenue ($M) | 11.74 | 26.82 | 36.50 |
| Net Income ($M) | (232) | (352) | 674 |
| TSR – Value of $100 Investment | 58.81 | 46.64 | 68.82 |
| Peer Group TSR – Value of $100 Investment | 111.27 | 115.42 | 113.84 |
Investment Implications
- Alignment: CEO ownership rose to ~586K shares beneficially owned (1.0%); anti-hedging/pledging and ownership guidelines improve alignment; equity is largest at-risk compensation component .
- Retention vs. Supply: Significant unvested options/RSUs across 2022–2024 grants create steady vesting cadence; PSU milestone vesting can introduce lumpier insider supply; monitor vesting dates/milestone disclosures for potential selling pressure .
- Change-of-Control Sensitivity: CEO’s 2x bonus and 24-month salary protection post-CoC, plus full acceleration mechanics, imply enhanced retention in strategic scenarios but also potential overhang if a transaction is anticipated .
- Pay-for-Performance: 2025 program increases CEO PSU weighting, signaling confidence and direct linkage to clinical/R&D execution; actual payouts remain binary and contingent on milestones (watch regulatory/commercial updates) .
- Governance: CEO-director dual role is offset by a separate board chair at AGIO; external committee leadership (NTLA) broadens perspective and network for potential strategic partnerships or insights .