James Burns
AGIOS PHARMACEUTICALSAbout James Burns
James Burns, age 47, is Agios Pharmaceuticals’ Chief Legal Officer (CLO) and has served in this role since January 2022; he joined Agios in 2016 as a senior attorney and first head of compliance, later serving as SVP & General Counsel, and previously held increasing-responsibility roles at EMD Serono culminating as Associate General Counsel for Commercial; he began his legal career at Testa, Hurwitz & Thibeault LLP and Goodwin Procter LLP, and holds a B.A. and J.D. from Seton Hall University . Agios’ pay-versus-performance disclosures show a $68.82 value of an initial fixed $100 investment in 2024 and net product revenue of $36.5 million in 2024, contextualizing enterprise performance during Burns’ tenure as a NEO; his compensation is tied to corporate goals and equity awards, reinforcing alignment with company results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Chief Legal Officer | Since Jan 2022 | Led legal, compliance, and IP; key role in $905M vorasidenib royalty sale improving financial security |
| Agios Pharmaceuticals | Senior Attorney; First Head of Compliance; SVP & General Counsel | Since 2016 | Built compliance and legal capabilities to support growth |
| EMD Serono Inc. | Roles of increasing responsibility; Associate General Counsel, Commercial | Not disclosed | Commercial legal leadership in biotech |
| Testa, Hurwitz & Thibeault LLP; Goodwin Procter LLP | Corporate Attorney | Not disclosed | Foundational corporate law experience |
External Roles
No external board or public company roles disclosed for Mr. Burns in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 (target) |
|---|---|---|---|---|
| Base Salary ($) | $460,000 | $497,007 | $511,917 | $527,275 |
| Target Bonus (%) | — | — | 45% | 45% |
| Actual Bonus Paid ($) | $186,300 | $507,838 | $287,954 (paid 2025) | — |
| All Other Compensation ($) | $14,025 | $15,097 | $15,861 | — |
Notes:
- Annual cash incentive target award percentage for NEOs remained unchanged in 2025 versus 2024 and 2023 .
- 2024 cash incentive payout was 125% of target for Burns based on 2024 corporate and individual performance .
Performance Compensation
Annual Cash Incentive Program – 2024 Company Goals and Outcome
| Corporate Goal | Weighting | Achievement | Weighted Performance |
|---|---|---|---|
| Hemolytic anemia franchise: launch readiness/global planning | 35% | 105% | 37% |
| Advance PYRUKYND® (thalassemia, SCD pivotal progress) | 35% | 150% | 53% |
| Advance/diversify pipeline | 15% | 100% | 15% |
| Maintain financial strength/strategy/organization/culture | 15% | 135% | 20% |
| Total | 100% | — | 125% |
- Burns’ individual achievements included leading legal/compliance/IP and playing a key role in the $905.0 million sale of vorasidenib U.S. royalty rights to Royalty Pharma, contributing to the 125% payout for 2024 .
Equity Awards by Year (Grant Mix and Counts)
| Award Type | 2024 Grants (3/1/2024) | Vesting Terms | 2025 Annual Grants (Effective 3/1/2025) | Vesting Terms |
|---|---|---|---|---|
| Stock Options (#) | 60,000 | Time-based; exercise price $32.27; 25% on first anniversary, balance monthly over 36 months | 43,500 | Time-based; exercise price $35.54; 25% on first anniversary, balance monthly over 36 months |
| RSUs (#) | 17,000 | Time-based; one-third on first, second, third anniversaries | 12,000 | Time-based; one-third on first, second, third anniversaries |
| PSUs (#) | 17,000 (grant-date fair value $0 due to non-probable milestones) | Vest upon achievement of specified corporate milestones | 12,000 | Milestone-based: LR MDS phase 3 FPI, AG-946 phase 2 confirmation for SCD, pipeline additions (weights vary by role) |
| Supplemental RSUs (#) | — | — | 11,759 (recognition for vorasidenib royalty sale) | Time-based; one-third on each of the first three anniversaries |
2025 PSU Program – Metrics and Weighting
| Metric | Weighting (Burns) | Status |
|---|---|---|
| First patient enrolled in phase 3 tebapivat in LR MDS by 12/31/2028 | 50% for non-CEO NEOs | Not achieved |
| Confirmation of positive phase 2 AG-946 (supporting phase 3 in SCD) by 12/31/2028 | 25% | Not achieved |
| Add/progress two new non-PK activator assets by 12/31/2026; vest 12/31/2027 | 25% for non-CEO NEOs | Not achieved |
Equity Ownership & Alignment
| Ownership Detail (as of 3/31/2025) | Amount | % of Shares Outstanding |
|---|---|---|
| Shares of Common Stock Owned | 25,449 | <1% |
| Options/Other Rights Exercisable Within 60 Days | 126,541 | — |
| Total Beneficial Ownership (Shares + Near-term Rights) | 151,990 | <1% |
- Stock ownership guidelines require executives to hold shares worth at least their base salary; all directors and executive officers were in compliance as of March 31, 2025 .
- Insider trading policy expressly prohibits hedging and, with limited exceptions, pledging or margin purchases of company stock .
- As of March 31, 2025, Agios’ last reported sale price was $29.30; James Burns’ legacy options include exercise prices at $25.01 (in-the-money), and at $32.20, $32.27, $43.77, $50.40, $51.51, $56.68, $58.86, $77.70 (out-of-the-money), limiting near-term option-exercise selling pressure at that price level .
Outstanding Equity Awards (12/31/2024) – Options and RSUs
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| 04/04/2016 | 5,420 | — | 43.77 | 04/04/2026 | — | — |
| 02/21/2017 | 5,749 | — | 50.40 | 02/21/2027 | — | — |
| 02/16/2018 | 8,295 | — | 77.70 | 02/16/2028 | — | — |
| 02/22/2019 | 8,690 | — | 58.86 | 02/22/2029 | — | — |
| 02/14/2020 | 2,607 | — | 51.51 | 02/14/2030 | — | — |
| 02/10/2021 | 21,082 | 918 | 56.68 | 02/10/2031 | — | — |
| 03/01/2022 | 28,184 | 12,816 | 32.20 | 03/01/2032 | 3,883 | $125,952 |
| 03/01/2023 | 19,244 | 24,756 | 25.01 | 03/01/2033 | 8,000 | $262,880 |
| 03/01/2024 | — | 60,000 | 32.27 | 03/01/2034 | 17,000 | $558,620 |
Employment Terms
- Severance Benefits Plan (amended Oct 6, 2022) covers NEOs. For termination by the company without cause or by the executive for good reason before or more than 18 months after a change in control: Burns would receive 12 months of base salary ($511,917 shown as severance payments), a lump sum equal to 100% of target annual cash incentive ($230,363), and 12 months of COBRA-equivalent benefits ($29,145); no equity acceleration applies to Burns for non-CIC termination .
- For termination without cause or for good reason within 18 months following a change in control (double trigger): Burns would receive 12 months of base salary ($511,917), a lump sum equal to 100% of target annual cash incentive ($230,363), 12 months of benefits ($29,145), and 100% acceleration of unvested stock options and RSUs (estimated vesting value $1,185,646 using $32.86 stock price as of 12/31/2024) .
- Receipt of severance requires compliance with applicable non-competition, non-solicitation and other obligations, and execution of a release .
- Clawback policy adopted effective October 2, 2023 under Rule 10D-1 and Nasdaq Rule 5608; covers incentive-based compensation tied to financial measures, stock price, or TSR, with recovery on restatement; earlier 2016 clawback applies where the new policy does not .
- Perquisites: Company provides only limited new-hire perquisites; no personal perquisites like automobiles or aircraft; no tax gross-ups .
- Benefits: 401(k) plan with 100% match on the first 4% of eligible contributions; matching contributions are 100% vested immediately .
Investment Implications
- Alignment and performance orientation: Burns’ cash incentive payout scaled to company goal achievement (125% of target for 2024), and his annual equity mix includes options, RSUs, and PSUs, with 2025 PSUs contingent on multi-year clinical and pipeline milestones—driving long-dated alignment and execution focus .
- Vesting and selling pressure: RSUs vest on annual anniversaries and options vest over 4 years; supplemental RSUs granted in March 2025 vest one-third annually through 2028. At $29.30 (3/31/2025), most legacy options are out-of-the-money (except 2023 $25.01 strike), moderating near-term selling pressure; watch RSU vest dates (3/1 in 2026–2028) for incremental supply .
- Retention and change-in-control economics: Burns has standard NEO protections (12 months salary, 100% of target bonus, 12 months benefits) and full equity acceleration on double-trigger CIC, but no non-CIC equity acceleration—balanced retention without undue golden parachute inflation .
- Governance and risk signals: Strong say-on-pay support (~94% in 2024), anti-hedging/pledging policies, no option repricing, and an adopted Dodd-Frank clawback indicate governance rigor; note minor Section 16(a) timeliness issue in Jan 2024 Form 4 for multiple executives, including Burns, tied to PSU vesting .
- Value creation track record: Burns materially contributed to legal execution of the vorasidenib royalty monetization ($905.0M on FDA approval), bolstering cash runway and funding pipeline—supporting the case for supplemental RSUs in March 2025 as retention/incentive awards .
Additional Context
Pay Structure and Peer Benchmarking
- Equity compensation represents the largest at-risk component for NEOs; 2025 annual equity mix for non-CEO NEOs is ~50% options, 25% RSUs, 25% PSUs by grant-date fair value; CEO mix tilts more to PSUs .
- Peer group reviewed annually with Aon; 2024 peer set of 14 biopharmas (ACADIA, Amicus, Apellis, Biocryst, Blueprint, Crinetics, Insmed, Mirati, Mirum, Rhythm, Sage, SpringWorks, Travere, Ultragenyx) and adjusted in 2025 (removed Insmed/Mirati, added Arcus/Intellia) to align with size, stage, and rare disease focus .
Proxy and Voting
- 2025 meeting: Board recommends “FOR” say-on-pay and amending the 2023 Stock Incentive Plan to add 2,500,000 shares; overhang would be 22.2% pro forma (from 17.8%) as of 3/31/2025, balancing talent needs and dilution .
Summary Compensation (for completeness)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 460,000 | 497,007 | 511,917 |
| Stock Awards (RSUs/PSUs, ASC 718) | 370,300 | 300,120 | 548,590 |
| Option Awards (ASC 718) | 707,400 | 614,478 | 1,068,185 |
| Non-Equity Incentive Plan Comp | 186,300 | 507,838 | 287,954 |
| All Other Compensation | 14,025 | 15,097 | 15,861 |
| Total | 1,738,025 | 1,934,540 | 2,432,507 |
Key Policies Impacting Alignment
- Anti-hedging/pledging and margin use prohibited (limited exceptions for pledging), supporting unhedged exposure to equity .
- No automatic vesting on change-in-control in the stock plan; repricing prohibited without stockholder approval; options/SARs must be granted at fair market value .
Investment Implications
- Burns’ compensation is performance-levered through corporate goal-driven cash incentives and milestone-based PSUs, with governance features that reduce misalignment risk (clawback, anti-hedging, no repricing) .
- Near-term insider selling pressure looks limited given many options are out-of-the-money at recent prices; monitor RSU vest dates and any Form 4 activity around anniversaries and supplemental RSU vesting schedules .
- Change-in-control protections are moderate and standard, with full equity acceleration only on double trigger—balancing retention and shareholder protections .
- Execution risk is concentrated in clinical milestones embedded in 2025 PSUs (LR MDS, SCD, pipeline additions), appropriately tying Burns’ upside to value-creating deliverables across R&D and portfolio development .