Catherine Owen
AGIOS PHARMACEUTICALSAbout Catherine Owen
Independent director at Agios Pharmaceuticals (AGIO) since June 2023; age 54 as of April 1, 2025. Former Senior Vice President, Major Markets at Bristol-Myers Squibb (BMS) and prior leadership roles at Johnson & Johnson (Janssen Immunology North America President, and U.S. Infectious Diseases President). Bachelor of Science in Pharmacy (University of Manchester); registered pharmacist; former member of the Royal Pharmaceutical Society of Great Britain. Determined independent by the Board in March 2025; currently serves on the Compensation & People Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol-Myers Squibb (BMS) | Senior Vice President, Major Markets (oversaw commercial operations across 18 countries) | 2019–2023 | Global commercial leadership across Japan, Germany, France and Europe |
| Johnson & Johnson (Janssen) | President, Immunology North America (launched new products; led biosimilars strategy) | 2018–2019 | Commercial launches; biosimilars strategy leadership |
| Johnson & Johnson (U.S.) | President, Infectious Diseases (HIV, RSV, Flu, Hepatitis B pipeline) | 2016–2018 | Therapeutic area commercial leadership |
| Johnson & Johnson | Various commercial/functional leadership roles (EU & U.S.) | Pre-2016 | Multiple product launches in Europe and the U.S. |
| AstraZeneca (London) | Production support pharmacist | Began 1992 | Early technical/operations role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Optinose PLC | Director; Chair of Compensation Committee | Former | Public specialty pharmaceutical company |
| Robert Wood Johnson University Hospitals | Director | Former | Non-profit board service |
Board Governance
- Committee assignments: Member, Compensation & People Committee (chair: Cynthia Smith; members: Kaye Foster, Catherine Owen). Committee met 7 times in FY2024.
- Board independence: Owen is independent under Nasdaq rules; Board determined independence in March 2025 (all directors except CEO Brian Goff and Chair Jacqualyn Fouse).
- Attendance: Board met 7 times in FY2024; each then-serving director attended ≥75% of the aggregate meetings of the Board and committees on which they served.
- Leadership: Chair is not independent; Lead Independent Director is Kaye Foster; independent directors meet in executive session per governance guidelines.
- Risk oversight: Compensation & People Committee oversees pay-for-performance alignment and human capital risks; Audit oversees financial/cyber; Nominating oversees conflicts and ESG.
Fixed Compensation
| Year | Component | Amount (USD) | Detail |
|---|---|---|---|
| 2024 | Fees Earned (cash) | $57,500 | Comprised of $50,000 annual director retainer and $7,500 Compensation & People Committee member fee (2024 rates) |
| 2025 Policy | Board Member cash retainer | $50,000 | Annual cash retainer for non-employee directors |
| 2025 Policy | Compensation & People Committee member (non-chair) | $8,750 | Increased from $7,500 in 2024 |
| 2025 Policy | Chair/LID adders | Chair +$35,000; Lead Independent Director +$30,000 | Policy alignment to market medians |
Performance Compensation
| Grant | Type | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| 2024 Annual Director Grant | Stock Options | 11,774 options; grant-date fair value $266,287 | 100% vest on June 20, 2025 | Options priced at FMV; 10-year term per policy |
| 2024 Annual Director Grant | RSUs | 2,120 RSUs; grant-date fair value $89,994 | 100% vest on June 20, 2025 | Time-based vesting per policy |
| Initial Election (June 13, 2023) | Stock Options | Black-Scholes value $472,500 | 25% at 1-year; remainder monthly over next 36 months | Exercise price at closing price on grant date |
| Initial Election (June 13, 2023) | RSUs | $157,500 / closing price = shares | 1/3 each year on 1st, 2nd, 3rd anniversaries | Time-based vesting |
| Ongoing Annual Grants (2025 Policy) | Equity Mix | $400,000 per director (~75% options / 25% RSUs) | Annual awards vest 100% after 1 year | Intended to align with market medians |
No director performance metrics (TSR/EBITDA/etc.) are disclosed for director equity; awards are time-vested under the non-employee director policy.
Other Directorships & Interlocks
| Company | Relationship to AGIO | Interlock/Overlap |
|---|---|---|
| None current public boards disclosed | N/A | No public interlocks disclosed for Owen |
| Optinose PLC (former) | External | Former director/chair comp committee |
| RWJ University Hospitals (former) | External | Former non-profit director |
Expertise & Qualifications
- 30+ years biopharma commercial leadership across major markets; senior roles at BMS and J&J with multiple product launches and portfolio strategy in immunology and infectious diseases.
- Pharmacy background (University of Manchester); registered pharmacist; regulatory and operations grounding from AstraZeneca role.
- Committee experience (chaired compensation at Optinose); current AGIO Compensation & People Committee member.
Equity Ownership
| As of March 31, 2025 | Shares Owned | Options/Other Rights Exercisable ≤60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Catherine Owen | 1,976 | 15,897 | 17,873 | <1% |
| Outstanding Awards (Dec 31, 2024) | Options Outstanding | RSUs Outstanding |
|---|---|---|
| Catherine Owen | 44,951 | 6,073 |
- Stock ownership guidelines: Non-employee directors must own ≥3x annual cash retainer; five-year phase-in. As of March 31, 2025, all directors/officers were in compliance; Owen is within the 5-year phase-in period (not yet required to meet threshold).
- Hedging/pledging prohibited by insider trading policy; no pledging disclosed.
Governance Assessment
- Independence and conflicts: Owen is independent under Nasdaq rules; no related-party transactions involving Owen disclosed since Jan 1, 2024. Indemnification in place per standard director agreements.
- Committee role and engagement: Serves on Compensation & People Committee, which met 7 times in 2024—indicative of active oversight of executive/director compensation, incentive plan administration, and human capital topics.
- Attendance and engagement: Board met 7 times in 2024; all directors met ≥75% attendance threshold, supporting effective participation.
- Pay structure and alignment: 2024 cash fee $57,500 with equity grants (options/RSUs) vesting on a one-year schedule; 2025 policy increases annual equity to $400,000 and committee fees toward market medians—aligns compensation with talent market but merits monitoring for pay inflation risk.
- Ownership alignment: Direct beneficial ownership is modest given recent tenure, but outstanding options/RSUs and stock ownership guidelines (with phase-in) support alignment; hedging/pledging prohibited.
- Shareholder sentiment: Say-on-pay support of ~94% in 2024 suggests investor confidence in compensation governance.
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, option repricing, or low attendance. Director equity awards are time-based (no performance metrics), which is typical for directors but means alignment hinges on share ownership guidelines and prudent grant sizing.