Jacqualyn Fouse
AGIOS PHARMACEUTICALSAbout Jacqualyn A. Fouse, Ph.D.
Jacqualyn A. Fouse, age 63, is Chair of Agios’ Board (since August 2022) and has served as a director since December 2017; she previously served as Agios CEO from February 2019–August 2022 . She holds a B.A. and M.A. in Economics and a Ph.D. in Finance from the University of Texas at Arlington, a Masters in Environmental Management (Yale), and a Masters in Wildlife Forensics and Conservation (University of Florida) . She is not independent under Nasdaq rules due to her recent CEO tenure within the past three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Chief Executive Officer | Feb 2019–Aug 2022 | Led transition to Chair role; continued board leadership |
| Dermavant Sciences, Inc. | Executive Chair | Jul 2017–Sep 2018 | Strategic leadership in biopharma |
| Celgene Corporation | Strategic Advisor to Management Executive Committee | Apr 2017–Jun 2017 | Senior counsel to executive committee |
| Celgene Corporation | President & COO | Mar 2016–Mar 2017 | Oversight of operations |
| Celgene Corporation | President, Hematology & Oncology | Aug 2014–Feb 2016 | Led major therapeutic franchise |
| Celgene Corporation | EVP & CFO | Feb 2012–Jul 2014 | Senior finance leadership |
| Celgene Corporation | SVP & CFO | Sep 2010–Feb 2012 | Finance leadership |
| Bunge Limited | CFO | 2007–2010 | Global agribusiness finance oversight |
| Alcon Laboratories, Inc. | SVP, CFO & Corporate Strategy | 2006–2007 | Strategy and finance |
| Alcon Laboratories, Inc. | SVP & CFO | 2002–2006 | Finance leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Incyte Corporation | Director | Current | Audit & Finance; Nominating & Corporate Governance |
| Madrigal Pharmaceuticals, Inc. | Director | Current | Not specified |
| Perrigo Company | Director | Prior | Not specified |
| Celgene | Director | Prior | Not specified |
| Dick’s Sporting Goods, Inc. | Director | Prior | Not specified |
| Friends of Herring River (non-profit) | Director & Treasurer | Current | Treasurer |
| Society for Ecological Restoration, Northeast Chapter | Board member | Current | Not specified |
Board Governance
- Board leadership: Chair of the Board since Aug 2022; CEO role separated from Chair .
- Independence: Not independent (former CEO within 3 years); Lead Independent Director (Kaye Foster) appointed with defined duties to offset non-independent Chair .
- Committees: Member, Science & Technology Committee (chair is David Scadden); not listed on Audit or Compensation committees .
- Attendance/engagement: Board met 7 times in FY2024; each director attended ≥75% of Board and committee meetings; 9 of 10 directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session; governance guidelines emphasize majority independent board and annual self-evaluations .
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Cash Retainer (Board Member) | $50,000 | Effective Jan 1, 2025 |
| Chair Additional Cash Retainer | $35,000 | Increased from $30,000 for 2025 |
| Lead Independent Director Add’l Cash | $30,000 | Increased from $25,000 |
| Committee Fees – Audit (Chair/Member) | $20,000 / $10,000 | N/A to Fouse unless assigned |
| Committee Fees – Compensation (Chair/Member) | $17,500 / $8,750 | N/A to Fouse unless assigned |
| Committee Fees – Nominating (Chair/Member) | $10,000 / $5,000 | N/A to Fouse unless assigned |
| Committee Fees – Science & Tech (Chair/Member) | $15,000 / $7,500 | Fouse is a member (if compensated per policy) |
| 2024 Actual (Non-Employee Director) | Cash Fees ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Jacqualyn Fouse | 87,500 | 266,287 | 89,994 | 443,781 |
- Equity grant policy: Annual director equity awards of $400,000, split ~75% options / 25% RSUs; initial election equity ~$630,000, same split; options priced at fair market value, 10-year term; annual grants vest fully after 1 year; initial grants vest over 4 years (options monthly after year 1; RSUs 1/3 per year) .
Performance Compensation (Director)
| Element | Metrics | Structure |
|---|---|---|
| Director Equity Awards | None disclosed (time-based vesting) | Annual stock options and RSUs with tenure-based vesting; no performance-conditioned director awards disclosed |
No director-specific performance metrics (e.g., TSR/operational goals) are tied to non-employee director compensation; vesting is service-based .
Other Directorships & Interlocks
- Current public boards: Incyte and Madrigal Pharmaceuticals; committee roles at Incyte (Audit & Finance; Nominating & Corporate Governance) .
- Interlocks/related-party: Company discloses no related-party transactions since Jan 1, 2024 with directors, officers, 5% holders or their affiliates .
Expertise & Qualifications
- Senior executive experience across finance and operations at Celgene, Bunge, and Alcon; extensive biopharma leadership .
- Financial expertise (Ph.D. in Finance) and broad governance experience across multiple public boards .
- Scientific program oversight via Science & Technology Committee participation .
Equity Ownership
| Holder | Shares Owned (Direct) | Options/Other Rights Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jacqualyn A. Fouse | 140,784 | 837,975 | 978,759 | 1.7% |
- Outstanding equity details (as of Dec 31, 2024): Options outstanding 872,778; RSUs outstanding 18,053 (aggregate counts for Fouse) .
- Shares outstanding baseline: 57,886,781 (as of Mar 31, 2025) .
- Ownership guidelines: Non-employee directors must own ≥3x annual cash retainer; five-year compliance window; as of Mar 31, 2025, all directors and executives were in compliance (with phase-in exceptions for certain newer directors; Fouse is in compliance) .
- Hedging/pledging: Prohibited for directors under the insider trading policy, including short sales, derivatives, margin purchases, and pledging (limited exceptions for pledging; policy prohibits pledging with limited exceptions) .
Governance Assessment
- Board effectiveness: Clear separation of CEO and Chair roles; Lead Independent Director framework mitigates risks of a non-independent Chair and strengthens independent oversight .
- Committee assignments and expertise: Fouse’s participation on the Science & Technology Committee leverages her biopharma leadership; she is not on Audit/Compensation committees, helping preserve independence in those areas .
- Alignment and incentives: Significant beneficial ownership (1.7% incl. near-term exercisable awards) and compliance with ownership guidelines support alignment, though director equity vests time-based without performance conditions .
- Shareholder sentiment: Strong 2024 Say-on-Pay support (94% approval) indicates positive investor reception to compensation practices and governance framework, though it applies to executives rather than director pay .
- Related-party/transactions: No related-party transactions since Jan 1, 2024 reduces conflict risk .
RED FLAGS
- Non-independent Chair: Fouse is not independent due to recent CEO tenure; mitigated by Lead Independent Director structure and independent committees .
- Section 16(a) timeliness: A January 24, 2024 Form 4 for performance share vesting (including Dr. Fouse) was filed late, noted as a delinquency for several reporting persons; isolated but worth monitoring for compliance rigor .
Additional Governance Features
- Director compensation cap in plan: Non-employee director annual cap $750,000 ($1,000,000 in initial year), no option repricing, no discounted options, clawback policy for certain officers, no evergreen; generally shareholder-friendly plan features .
- Board/committee activity levels: Audit (8), Compensation (7), Nominating (3), Science (3) meetings in FY2024 indicate active oversight cadence .
Notes on Director Compensation Structure Changes
- 2025 updates increased Chair and Lead Independent Director stipends and raised annual equity grants to align with market medians—watch for pay inflation versus performance/role demands .
Summary Signals for Investors
- Governance quality: Healthy structure with independent oversight and active committees; non-independent Chair risk offset by strong Lead Independent role .
- Alignment: Material equity exposure and ownership guideline compliance; hedging/pledging prohibited .
- Conflicts: No related-party transactions; multi-board roles in biopharma (Incyte/Madrigal) present network benefits but require ongoing monitoring for potential competitive conflicts; none disclosed .