Jeffrey Capello
AGIOS PHARMACEUTICALSAbout Jeffrey Capello
Jeffrey Capello (age 60) is an independent director at Agios Pharmaceuticals (AGIO) and chair of the Audit Committee. He joined the board in June 2023. Capello holds an MBA from Harvard Business School and a BS in Business Administration from the University of Vermont, with over 30 years as a senior finance executive, including CFO roles at Biogen, Boston Scientific, Ortho-Clinical Diagnostics, PerkinElmer, and Beacon Health Options, and partner experience at PwC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen Inc. | EVP & CFO | Dec 2017 – Aug 2020 | Senior finance leadership for large-cap biopharma |
| Beacon Health Options | CFO (also led HR, IT, real estate, procurement) | Oct 2016 – Nov 2017 | Broad operational oversight |
| Monomoy Advisors | Founder & CEO; Managing Partner | Jul 2015 – Sep 2016; Managing Partner since Apr 2021 | Advisory leadership |
| Ortho-Clinical Diagnostics | EVP & CFO | Jul 2014 – Jun 2015 | Global finance & BD post-Carlyle acquisition |
| Boston Scientific | CFO & EVP; earlier SVP & Chief Accounting Officer | Mar 2010 – Dec 2013; joined June 2008 | Public company finance leadership |
| PerkinElmer | SVP & CFO; earlier VP Finance, Controller, Treasurer, CAO | 2006 – 2008; 2001 – 2006 | Global finance & BD |
| PricewaterhouseCoopers LLP | Partner (US & Netherlands) | Prior to 2001 | Audit/accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neogen Corporation | Director | Current | Board service at food/animal safety company |
| Sirtis Pharmaceuticals, Inc. | Director; Audit Chair | Prior | Audit oversight (biotech) |
| OvaScience, Inc. | Director; Audit Chair | Prior | Audit oversight (biotech) |
| Flex Pharma, Inc. | Director; Audit Chair | Prior | Audit oversight (biotech) |
Board Governance
- Independence: The board determined in March 2025 that all directors except CEO Brian Goff and Chair Jacqualyn Fouse are independent; Capello is independent and serves on the Audit Committee (chair) .
- Committee assignments: Audit (chair); Audit Committee financial expert designation for Capello; committee met 8 times in FY2024 .
- Other committees’ cadence (context for overall governance): Compensation & People met 7 times; Nominating & Corporate Governance met 3 times; Science & Technology met 3 times in FY2024 .
- Board attendance: Board met 7 times in FY2024; each then-serving director attended ≥75% of board/committee meetings; 9 of 10 directors attended the 2024 annual meeting .
- Board leadership: Chair role is separate from CEO; lead independent director is Kaye Foster, with defined duties for executive sessions and agenda setting .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $70,000 | Director and committee cash retainers |
| Option Awards (grant-date fair value) | $266,287 | 11,774 options; vest in full on June 20, 2025 |
| Stock Awards (RSUs, grant-date fair value) | $89,994 | 2,120 RSUs; vest in full on June 20, 2025 |
| Total | $426,281 | — |
Non-employee director compensation policy (effective Jan 1, 2025):
| Role | Annual Cash | Equity Grants (Timing/Split) |
|---|---|---|
| Board Member | $50,000 | $630,000 initial (≈75% options/25% RSUs); $400,000 annually thereafter (≈75% options/25% RSUs) |
| Chair | +$35,000 | — |
| Lead Independent Director | +$30,000 | — |
| Audit Chair / Member | $20,000 / $10,000 | — |
| Compensation & People Chair / Member | $17,500 / $8,750 | — |
| Nominating & Governance Chair / Member | $10,000 / $5,000 | — |
| Science & Technology Chair / Member | $15,000 / $7,500 | — |
Vesting mechanics: Initial options vest 25% at year 1 then monthly to year 4; initial RSUs vest one-third annually; annual options/RSUs vest 100% at first anniversary .
Performance Compensation
Directors’ equity awards are service-based; no performance metrics (e.g., TSR, revenue) govern vesting.
| Performance Metric Tied to Director Compensation | Status |
|---|---|
| Revenue/EBITDA/TSR-based vesting for directors | Not disclosed; director grants time-based only |
Governance controls: Anti-hedging and pledging policy prohibits directors from hedging or pledging company stock; clawback policy maintained for equity and incentive compensation .
Other Directorships & Interlocks
| Company | Relationship to AGIO | Potential Conflict Indicator |
|---|---|---|
| Neogen Corporation (Director) | No disclosed AGIO transactions | None disclosed (AGIO reports no related person transactions since 1/1/2024) |
| Prior audit chair roles at Sirtis, OvaScience, Flex Pharma | Historical service | None disclosed |
AGIO’s related party transaction disclosure states no transactions with directors, officers, 5% holders or affiliates since Jan 1, 2024 (and similarly since Jan 1, 2023 in prior proxy), aligning with conflict-avoidance .
Expertise & Qualifications
- Audit and financial expertise: Board designated Audit Committee financial expert; deep CFO track record across large-cap and mid-cap healthcare .
- Transactional/M&A and capital markets: Executive roles through multiple acquisitions and private equity transitions (Carlyle at Ortho-Clinical) .
- Governance: Prior audit chair roles bolster oversight of controls, reporting quality, and risk .
Equity Ownership
| As of March 31, 2025 | Shares Owned | Options/Other Rights Exercisable within 60 days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Jeffrey Capello | 1,976 | 15,897 | 17,873 | <1% |
Stock ownership guidelines: Non-employee directors must own shares worth ≥3× annual cash retainer; five-year phase-in period. As of March 31, 2025, all directors were in compliance; Capello is within his five-year phase-in and not yet required to meet the threshold .
Section 16(a) compliance: Company states all reporting persons complied in FY2024 except certain Form 4 delays for specific executives (not referencing Capello) .
Governance Assessment
- Positive signals:
- Independence and role clarity: Independent director; Audit Chair; designated financial expert; robust committee activity and board attendance thresholds met .
- Strong alignment mechanisms: High equity component in director pay; ownership guidelines; anti-hedging/pledging; clawback policy .
- Conflict controls: No related party transactions involving directors/5% holders since Jan 1, 2024; formal related-party review policy under Audit Committee oversight .
- Watch items:
- Equity concentration vs. independence: As Audit Chair and financial expert, continued monitoring of auditor independence and non-audit services remains essential (Audit Committee reports address this annually) .
- Ownership guideline phase-in: Capello still within the five-year window; monitor progression toward guideline compliance as part of long-term alignment .
Overall, Capello’s governance profile supports investor confidence: deep audit/finance expertise, independent oversight as Audit Chair, strong attendance and committee engagement, and no disclosed conflicts or related-party transactions. The director compensation structure and ownership policies further align board incentives with long-term shareholder value .