Cynthia Smith
AGIOS PHARMACEUTICALSAbout Cynthia Smith
Cynthia Smith (age 56 as of April 1, 2025) is an independent director of Agios Pharmaceuticals (AGIO), serving on the board since August 2022. She is currently chair of the Compensation & People Committee and has over two decades of biopharma leadership spanning commercial roles at ZS Pharma (CCO), Affymax, Merck, and earlier work as a healthcare policy analyst at the White House OMB. She holds a B.A. (UNC-Chapel Hill), an M.B.A. (Wharton), and an M.S. in public policy (Eagleton Institute, Rutgers) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZS Pharma, Inc. | Chief Commercial Officer; Executive Committee member; led transition to commercial enterprise (acquired by AstraZeneca in 2015) | 2013–2016 | Commercial leadership through pre- to post-commercial transition |
| Affymax, Inc. | VP, Market Access & Commercial Development | 2008–2013 | Market access and commercialization strategy |
| Merck & Co. | Senior leadership roles in market access, corporate strategy, government relations, external affairs | 2000–2008 | Broad commercial/policy interface experience |
| White House OMB | Healthcare Policy Analyst | 1995–2000 | Federal healthcare policy analysis |
External Roles
| Organization | Role | Public/Private/Non‑profit | Notes |
|---|---|---|---|
| Akebia Therapeutics, Inc. | Director | Public | Current public company board |
| Protara Therapeutics, Inc. | Director | Public | Current public company board |
| Spero Therapeutics, Inc. | Director | Public | Current public company board |
| Tvardi Therapeutics, Inc. | Director | Public | Current public company board |
| French-American Foundation | Director | Non‑profit | Current non‑profit board |
| Nivalis Therapeutics, Inc. | Former Director | Public (prior) | Nov 2016–Jul 2017 |
| Dicerna Pharmaceuticals, Inc. | Former Director | Public (prior) | Aug 2018–2021 (acquired by Novo Nordisk) |
Board Governance
- Independence: The Board determined Ms. Smith is independent under Nasdaq Rule 5605(a)(2); she also meets committee independence standards. Non‑independent directors are the CEO (Goff) and Chair (Fouse) due to executive roles .
- Committees: Chair, Compensation & People Committee (members: Smith—chair, Foster, Owen); the committee met seven times in 2024 .
- Other committees: Audit (Ballal, Capello—chair, Ho), Nominating & Corporate Governance (Foster—chair, Ho, Scadden), Science & Technology (Scadden—chair, Ballal, Fouse) .
- Attendance: Board met seven times in 2024; each then‑serving director attended at least 75% of board and committee meetings; nine of ten directors attended the 2024 annual meeting .
- Say‑on‑Pay signal: 94% support at 2024 annual meeting; committee continued program with no major changes in 2024 following strong support .
- Stock ownership guidelines: Non‑employee directors must hold ≥3× annual cash retainer within five years; as of March 31, 2025, all directors and executive officers were in compliance (with some within the phase‑in window) .
- Hedging/pledging: Insider trading policy prohibits hedging, pledging (with limited exceptions), margin purchases for directors and employees .
Fixed Compensation
| Item | Cynthia Smith 2024 (Actual) | Policy Basis (2024) | Policy Changes (2025) |
|---|---|---|---|
| Cash fees | $65,000 | Board retainer $50,000; Comp & People Committee chair fee $15,000; other committee chair/member fees per policy | Chair of Board +$35,000 (from $30,000); Lead Independent +$30,000 (from $25,000); Comp & People Committee chair $17,500 (from $15,000), members $8,750 (from $7,500) |
| Expense reimbursement | As incurred per policy | Reasonable travel/lodging reimbursed | Unchanged |
Notes: The 2024 cash amount aligns with the 2024 policy structure (board retainer plus committee chair fee) .
Performance Compensation
| Award Type | 2024 Grant Details | Vesting | Grant Date Fair Value |
|---|---|---|---|
| Stock Options | 11,774 options | Vest 100% on June 20, 2025; 10‑year term; strike = FMV on grant date | $266,287 |
| RSUs | 2,120 RSUs | Vest 100% on June 20, 2025 | $89,994 |
- Outstanding director equity at 12/31/2024: Options 68,679; RSUs 4,422 .
- Director equity mix and annual cadence: Annual director equity after each AGM; time‑based vesting (no performance conditions); initial equity upon first election is larger; 2025 annual equity value increased to $400,000 (approx. 75% options/25% RSUs by value) from $360,000 .
- Plan governance features (context): No repricing without shareholder approval; no discounted options/SARs; no evergreen; dividend equivalents only upon vest; director annual cap $750,000 ($1,000,000 initial year) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Akebia Therapeutics, Inc. | Director | No related‑party transactions disclosed with AGIO since Jan 1, 2024 |
| Protara Therapeutics, Inc. | Director | No related‑party transactions disclosed |
| Spero Therapeutics, Inc. | Director | No related‑party transactions disclosed |
| Tvardi Therapeutics, Inc. | Director | No related‑party transactions disclosed |
| French-American Foundation | Director | Non‑profit; no related‑party transactions disclosed |
Policies: Related‑party transactions ≥$120,000 require Audit Committee review/approval; criteria include arm’s‑length terms and company best interests .
Expertise & Qualifications
- Commercial leadership and market access across rare disease/biopharma (ZS Pharma, Affymax, Merck) .
- Public policy analysis (White House OMB) .
- Advanced degrees: M.B.A. (Wharton), M.S. Public Policy (Eagleton Institute, Rutgers), B.A. (UNC) .
- Board expertise: Compensation & people oversight; authored committee report as chair .
Equity Ownership
| Metric | Cynthia Smith | Basis/Notes |
|---|---|---|
| Shares owned (direct/indirect) | 7,992 | As of March 31, 2025 |
| Options/other rights exercisable within 60 days | 45,040 | Included in SEC beneficial ownership methodology |
| Total beneficial ownership | 53,032 | 7,992 + 45,040 |
| % of shares outstanding | <1% | Out of 57,886,781 shares outstanding as of March 31, 2025 |
| Stock ownership guideline status | In compliance (directors must hold ≥3× annual cash retainer within 5 years) | Company reports all directors in compliance as of March 31, 2025 (with specified phase‑in exceptions not including Smith) |
| Hedging/pledging | Prohibited by policy for directors (limited exceptions for pledging) | Also prohibits margin purchases/short sales/derivatives |
Governance Assessment
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Strengths
- Independent director serving as Compensation & People Committee chair; committee met 7× in 2024; compensation consultant (Aon) engaged directly by the committee; independence assessed with no conflicts .
- Strong shareholder alignment indicators: rigorous director ownership guidelines with confirmed compliance; prohibitions on hedging/pledging; no related‑party transactions since Jan 1, 2024 .
- Shareholder support: 94% say‑on‑pay approval at 2024 annual meeting, signaling investor confidence in compensation oversight during her tenure as chair .
- Attendance: Board‑ and committee‑level engagement with all directors meeting ≥75% attendance; board met 7× in 2024 .
-
Watch items
- Multiple concurrent public company directorships (Akebia, Protara, Spero, Tvardi) in addition to AGIO may attract “overboarding” scrutiny by some investors; no specific AGIO policy breach disclosed .
- Director equity awards are time‑based (no performance conditions), consistent with market practice but offers limited direct pay‑for‑performance linkage at the director level; however, equity aligns with shareholder value and vests on one‑year cliff .
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Red flags
- None identified in filings: no related‑party transactions; no hedging/pledging; independent chairing of compensation committee; high say‑on‑pay support .