David Scadden
AGIOS PHARMACEUTICALSAbout David Scadden
David Scadden, M.D., age 72, has served as an independent director of Agios Pharmaceuticals since May 2017. He is a hematologist/oncologist and physician-scientist, the Gerald and Darlene Jordan Professor of Medicine at Harvard University (since 2006), founder and director of the Center for Regenerative Medicine at Massachusetts General Hospital, and co-founder/co-director of the Harvard Stem Cell Institute, with extensive leadership roles across academic and scientific boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | Gerald & Darlene Jordan Professor of Medicine | Since 2006 | Academic leadership in stem cell and regenerative biology |
| Massachusetts General Hospital | Founder & Director, Center for Regenerative Medicine; Director, Hematologic Malignancies Center (10 years) | Since 1995 | Built and led clinical/scientific programs in hematology/oncology |
| Harvard Stem Cell Institute | Co-founder & Co-director | Not disclosed | Cross-institutional stem cell research leadership |
| NIH/NCI/NHLBI bodies | Board of External Experts (NHLBI), Board of Scientific Counselors (NCI) | Not disclosed | External scientific governance |
| International Society for Stem Cell Research; American Society of Hematology | Board/Executive Committee (prior) | Not disclosed | Professional society governance and recognition |
External Roles
| Company/Institution | Role | Committees |
|---|---|---|
| Editas Medicine, Inc. (public) | Director | Organization, Leadership & Compensation; Science & Technology |
| Carisma Therapeutics Inc. (public) | Director | Science Committee |
| Lightning Biotherapeutics (private) | Director | Not disclosed |
| Fate Therapeutics, Inc. (public) | Scientific Founder | Not disclosed |
| Magenta Therapeutics (merged with Dianthus) | Scientific Founder; Former Director & Scientific Advisory Board Member | Not disclosed |
| Former boards (private) | LifeVault Bio; Sonata Therapeutics; Clear Creek Bio | Not disclosed |
Board Governance
- Committee assignments: Chair, Science & Technology Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Determined independent by the Board (Nasdaq Rule 5605); meets SEC/Nasdaq independence standards for committee service .
- Tenure on AGIO Board: Director since May 2017 .
- Attendance/engagement: The Board met 7 times in 2024; each then-serving director attended at least 75% of Board and committee meetings. Science & Technology and Nominating & Corporate Governance committees each met 3 times in 2024 .
- Executive sessions and governance processes: Independent directors meet regularly; Board conducts annual self-evaluations; robust risk oversight across committees .
Fixed Compensation
| Component (2024) | Amount (USD) | Basis |
|---|---|---|
| Board annual retainer | $50,000 | Non-employee director cash retainer (policy) |
| Science & Technology Committee – Chair fee | $15,000 | Committee chair cash fee (policy) |
| Nominating & Corporate Governance – Member fee | $5,000 | Committee member cash fee (policy) |
| Total cash fees paid (2024) | $70,000 | As reported in 2024 director compensation table |
Notes: The 2025 policy updated certain fee levels and increased annual director equity awards to $400,000 to align with market medians; chair/lead independent, and Compensation & People Committee fees were adjusted (no changes disclosed for S&T or N&G) .
Performance Compensation
| Award Type | Grant Year | Shares/Units | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Stock Options | 2024 | 11,774 | $266,287 | Vest 100% on June 20, 2025 |
| RSUs | 2024 | 2,120 | $89,994 | Vest 100% on June 20, 2025 |
Additional terms (policy): Non-employee director options are granted at fair market value and expire after 10 years; annual director option/RSU grants typically vest fully on the first anniversary; initial director awards have multi-year vesting schedules .
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Related party transactions (conflict check) | AGIO reports no transactions since Jan 1, 2024 with directors, director nominees, executive officers or 5% holders (and their immediate family members) . |
| Related party policy | Transactions >$120,000 with “related persons” require Audit Committee review/approval under written policy with specific safeguards and thresholds . |
Expertise & Qualifications
- Scientific credentials: National Academy of Medicine; American Academy of Arts & Sciences; Broad Institute affiliate; multiple prestigious awards (E. Donnall Thomas, Dameshek; Doris Duke; Ellison; Burroughs Wellcome; Leukemia & Lymphoma Society) .
- Education: Degrees from Bucknell University and Case Western Reserve University; honorary degrees from Harvard, Bucknell, Case Western Reserve, and Lund University .
- Board qualifications: Deep hematology expertise; extensive oversight of R&D strategy (chair of S&T committee) .
Equity Ownership
| Metric (as of Mar 31, 2025 unless noted) | Amount |
|---|---|
| Shares of common stock owned | 15,483 |
| Options/other rights exercisable within 60 days | 103,668 |
| Total beneficial ownership | 119,151 (less than 1%) |
| Options outstanding (Dec 31, 2024) | 115,442 |
| RSUs outstanding (Dec 31, 2024) | 2,120 |
Alignment policies:
- Stock ownership guidelines: Non-employee directors must own shares worth at least 3× the annual cash retainer; compliance confirmed for all directors and executive officers as of March 31, 2025 (phase-in exceptions noted for certain newer directors; no exception listed for Dr. Scadden) .
- Hedging/pledging: Insider trading policy prohibits hedging, short sales, derivatives, and pledging/margin transactions (with limited exceptions), strengthening alignment and risk controls .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reports compliance by reporting persons; exceptions in January 2024 related to PSU vesting were noted for certain executives, not including Dr. Scadden . |
Governance Assessment
- Strengths: Independent director; chairs Science & Technology Committee with clear remit over R&D strategy and pipeline oversight; member of Nominating & Corporate Governance (board composition, ESG oversight); clean related-party profile; robust ownership alignment and anti-hedging/pledging controls .
- Engagement: Board/committee cadence suggests active oversight; all then-serving directors met ≥75% attendance threshold; S&T and N&G committees met 3 times each in 2024 .
- Compensation alignment: Director pay mix balanced between cash retainers/committee fees and time-based equity; 2025 policy updates align with market medians while maintaining standard vesting and 10-year option term to support long-term focus .
- Potential RED FLAGS: None disclosed—no related-party transactions, no Section 16 compliance issues for Dr. Scadden, and strong independence/committee governance. Continued monitoring warranted for any future interlocks tied to Editas, Carisma, or private biotech roles, though current policy/process mitigants are in place .