Kaye Foster
AGIOS PHARMACEUTICALSAbout Kaye Foster
Kaye Foster, 65, has served on Agios’s board since December 2014 and is the Lead Independent Director. She brings nearly 30 years of HR leadership in pharma (Pfizer, Johnson & Johnson, Onyx Pharmaceuticals), is a Senior Advisor at Boston Consulting Group (since 2014) and a Venture Partner at ARCH Venture Partners (since January 2022). She holds a BBA from Baruch College and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Pharmaceuticals (Amgen subsidiary) | Senior Vice President, Global HR | 2010–2014 | Led all HR; supported U.S. and global operations |
| Johnson & Johnson | Global Vice President of HR; Executive Committee member | 2003–2010 | Global HR leadership |
| Pfizer | Senior HR executive roles | Not disclosed (prior to 2003) | Supported pharma businesses across Japan/Asia/Africa/Middle East/LatAm; led Warner-Lambert and Pharmacia integrations in these regions |
| The Yellow Pages | Operational roles | ~10 years (prior to Pfizer) | Operational experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prime Medicine, Inc. (public) | Director | Current | Compensation Committee member |
| National Resilience Inc. (private) | Director | Current | Compensation & Community Equity Committee member |
| Xaira Therapeutics (private) | Director | Current | Compensation Committee; Nominating & Corporate Governance Committee |
| Spelman College | Board member | Current | Human Resources Committee |
| Glide Foundation | Board of Trustees | Current | Trustee |
| GRAIL, Inc. (private, acquired by Illumina) | Director | Former | Compensation Committee member |
| Stanford Health Care | Director | Former | Compensation and Facilities Committees |
| Boston Consulting Group | Senior Advisor | Since 2014 | Advisory role |
| ARCH Venture Partners | Venture Partner | Since Jan 2022 | Venture role |
Board Governance
- Independence: The board determined Ms. Foster is independent under Nasdaq Rule 5605(a)(2); AGIO’s CEO (Brian Goff) and Chair (Jacqualyn Fouse) are not independent .
- Lead Independent Director: Appointed due to non-independent chair; duties include chairing executive sessions, facilitating board–management communications, helping set agendas, monitoring shareholder communications, and consulting on governance/board performance .
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation & People .
- Committee activity: Compensation & People met 7 times in FY2024; Nominating & Corporate Governance met 3 times in FY2024 .
- Attendance: Board met 7 times in FY2024; each then-serving director attended ≥75% of board and committee meetings; 9 of 10 directors attended the 2024 annual meeting .
Fixed Compensation
| Component | FY 2024 Actual ($) | Policy 2025 Cash ($) |
|---|---|---|
| Board retainer and committee/lead fees (cash) | 92,500 | Board Member: 50,000; Lead Independent Director: +30,000; Nominating & Corporate Governance Chair: +10,000; Compensation & People Member: +8,750; Total expected per policy given current roles: 98,750 |
Notes:
- 2025 policy increased certain cash roles (Chair +$35k; LID +$30k; Comp & People chair +$17.5k; member +$8.75k) and raised annual director equity value to $400k to align with market medians .
Performance Compensation
| Component | FY 2024 Awards | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|
| Stock Options | 11,774 options | Vest 100% on June 20, 2025 | 266,287 |
| RSUs | 2,120 shares | Vest 100% on June 20, 2025 | 89,994 |
| Equity Policy (non-employee directors) | Value | Mix | Vesting | Terms |
|---|---|---|---|---|
| Initial election (policy eff. 1/1/2025) | 630,000 | ~75% options / ~25% RSUs | Options: 25% first anniversary, then monthly to 4 years; RSUs: one-third annually for 3 years | Options expire in 10 years; strike = FMV at grant |
| Annual grant (policy eff. 1/1/2025) | 400,000 | ~75% options / ~25% RSUs | 100% on first anniversary (options and RSUs) | Options expire in 10 years; strike = FMV at grant |
Additional governance controls:
- No option repricing; hedging and pledging prohibited under insider trading policy .
- Clawback policy compliant with SEC Rule 10D-1; recovery of incentive-based compensation upon restatements; pre-2023 awards covered by prior clawback policy .
Performance metrics tied to director compensation: Not disclosed (director equity is time-based; performance PSU metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Company | Sector | Relationship to AGIO | Notes |
|---|---|---|---|
| Prime Medicine, Inc. | Biotechnology (public) | No related-party transactions disclosed | Serves on Compensation Committee |
| National Resilience Inc. | Biomanufacturing (private) | No related-party transactions disclosed | Serves on Compensation & Community Equity Committee |
| Xaira Therapeutics | Biotechnology (private) | No related-party transactions disclosed | Serves on Compensation and Nominating & Corporate Governance Committees |
Policy context: Related person transactions ≥$120,000 require audit committee review/approval; none since Jan 1, 2024 .
Expertise & Qualifications
- Deep HR leadership in global pharma, including M&A integration (Warner-Lambert and Pharmacia integrations across multiple regions), compensation planning, and culture stewardship .
- Governance leadership as Lead Independent Director and committee chair; oversight of ESG programs, succession planning, and HR/talent initiatives .
- Education: BBA (Baruch College), MBA (Columbia Business School) .
Equity Ownership
| As-of Date | Shares Owned | + Options/Other Rights Exercisable ≤60 Days | = Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| March 31, 2025 | 7,548 (incl. Foster Family Revocable Trust) | 62,767 | 70,315 | <1% (of 57,886,781 shares) |
| Additional Detail (Outstanding Awards) | Balance |
|---|---|
| Options outstanding as of Dec 31, 2024 | 74,541 |
| RSUs outstanding as of Dec 31, 2024 | 2,120 |
Ownership alignment:
- Director stock ownership guidelines: non-employee directors must hold ≥3x annual cash retainer; compliance confirmed for all directors as of March 31, 2025 (phase-in exception applies to certain directors, not Ms. Foster) .
- Hedging and pledging prohibited; margin purchases restricted, aligning with investor-protection practices .
Governance Assessment
- Board effectiveness: Foster serves as Lead Independent Director with defined responsibilities to coordinate independent director sessions, agendas, and shareholder communications—strengthening independent oversight while the chair is non-independent .
- Engagement: Active committee leadership (chair of Nominating & Corporate Governance; member of Compensation & People). Committees met regularly in 2024 (Comp: 7; Nominating: 3). Board-level attendance ≥75% for all directors—positive engagement signal .
- Independence and conflicts: Board affirmed her independence; no related-party transactions involving directors since Jan 1, 2024; robust related-party review procedures are in place—low conflict risk signal .
- Pay structure and alignment: 2024 compensation mix tilted toward equity (options and RSUs) with one-year vesting; 2025 policy increases annual equity to $400k and maintains time-based vesting, with prohibitions on option repricing and hedging/pledging—generally shareholder-friendly guardrails .
- Ownership alignment: Complies with director ownership guidelines; beneficial ownership includes trust-held shares; anti-pledging policy reduces alignment risk .
- Guardrails: Director equity cap under the plan ($750k per incumbent director per year; $1,000k initial year) adds compensation discipline .
Red flags: None disclosed (no related-party transactions; strong attendance; anti-hedging/pledging; clawback policy). Monitoring items: Multiple external biotech/biomanufacturing affiliations warrant continued oversight under AGIO’s related-person policy should commercial transactions arise, but none are disclosed to date .