Sarah Gheuens
AGIOS PHARMACEUTICALSAbout Sarah Gheuens
Sarah Gheuens, M.D., Ph.D., is Agios Pharmaceuticals’ Chief Medical Officer and Head of Research & Development. She joined Agios in December 2019, became CMO in September 2021, and assumed leadership of R&D in July 2022. She is 46, serves on the board and science and technology committee of Viridian Therapeutics, and holds an M.D. (VUB), Ph.D. (University of Antwerp), and a Master’s in Medical Sciences (Harvard) . Company performance during her senior leadership tenure includes net product revenue growth to $36.5M in 2024 from $26.8M in 2023 and a pay-versus-performance TSR indicator of 68.82 for 2024, alongside pivotal program successes and regulatory filings in thalassemia (sNDA accepted with a PDUFA date of Sept 7, 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Head of Clinical Development (Genetically Defined Disease programs); Interim Head of Regulatory Affairs | 2019–2021 | Built late-stage clinical execution muscle pre-CMO; bridged clinical-regulatory interfaces |
| Biogen | Roles of increasing responsibility in Safety, Medical Affairs, Clinical Development | 2012–2019 | Advanced neurology/hematology programs across development and lifecycle functions |
| Beth Israel Deaconess Medical Center | Physician-Scientist (HIV neurology); Research on PML | 2008–2012 | Clinical/research leadership in neuroinfectious disease (HIV/PML) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viridian Therapeutics | Director; Science & Technology Committee member | Current | External R&D governance exposure in biotech, cross-pollinates translational insights |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Target) |
|---|---|---|---|
| Base Salary ($) | 566,500 | 583,495 | 601,060 |
| Target Bonus (% of Base) | 45% | 45% | 45% |
| Target Bonus ($) | — | 262,573 | 270,477 (45% of $601,060) |
| Actual Annual Bonus ($) | 666,964 total non-equity incentive (includes a special performance-based cash bonus) | 328,216 (125% of target) | — |
- 2023 includes a special performance-based cash bonus of $371,250 paid in Jan 2024 under a standalone plan adopted Dec 2022; the remainder reflects the annual incentive program .
Performance Compensation
Annual Equity Mix and 2024 Grants
- Equity mix for NEOs: 50% options, 25% RSUs, 25% PSUs (by grant-date fair value) .
- 2024 grants to Gheuens (effective Mar 1, 2024): 60,000 options at $32.27; 17,000 RSUs; 17,000 PSUs .
- Vesting schedules: Options 25% at first anniversary then monthly over 36 months; RSUs one-third annually over 3 years .
| 2024 Award | Quantity/Price | Vesting | Performance Terms |
|---|---|---|---|
| Stock Options | 60,000 @ $32.27 | 25% at 1-year; monthly over next 36 months | Time-based |
| RSUs | 17,000 | 1/3 annually over 3 years | Time-based |
| PSUs | 17,000 | Performance-based | Half vests upon a specified clinical milestone by 12/31/2026; half upon achieving 110% of thalassemia revenue target in first 12 months post FDA approval by 12/31/2027 |
Prior PSU Programs (relevant unearned awards as of 12/31/24)
| Program | Grant Year | Units Held (Sarah) | Milestones | Status/End Dates |
|---|---|---|---|---|
| PSU Program | 2023 | 12,000 | Half upon second IND in non-PKR program by 12/31/2025; half upon FDA approval of mitapivat in thalassemia by 12/31/2026 | Both unearned as of 12/31/24 |
2025 Equity (Approved; effective Mar 1, 2025)
| 2025 Award | Quantity/Price | Vesting | Performance Terms |
|---|---|---|---|
| Stock Options | 43,500 @ $35.54 | 25% at 1-year; monthly over next 36 months | Time-based |
| RSUs | 12,000 | 1/3 annually over 3 years | Time-based |
| PSUs | 12,000 | Performance-based | Three milestones: two clinical and one R&D; PSUs vest in tranches upon achievement; continued service required |
Annual Cash Incentive Metrics (2024)
- Company scorecard (weighted): Franchise/launch readiness (35%, achieved 105%), PYRUKYND® pivotal progress (35%, achieved 150%), pipeline advancement (15%, achieved 100%), financial and culture goals (15%, achieved 135%); overall payout factor 125% .
- Individual assessment highlighted Gheuens’ leadership of research, clinical and regulatory teams, phase 3 readouts, multi-region filings in thalassemia, and RISE UP phase 3 enrollment progress in SCD .
Equity Ownership & Alignment
Beneficial Ownership and Grants Outstanding (as of relevant dates)
- Total beneficial ownership: 136,964 shares (53,897 shares owned; 83,067 underlying options/rights acquirable within 60 days); <1% of common stock .
- Anti-hedging/anti-pledging: Prohibits hedging and pledging; no margin purchases or collateral pledges (limited exceptions) .
- Ownership guidelines: Executives must hold ≥1x base salary; all executives were in compliance as of Mar 31, 2025 .
Options Detail (as of 12/31/24)
| Grant Date | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| 12/02/2019 | 6,044 | — | 38.72 | 12/02/2029 |
| 02/10/2021 | 3,107 | 136 | 56.68 | 02/10/2031 |
| 03/01/2022 | 28,184 | 12,816 | 32.20 | 03/01/2032 |
| 03/01/2023 | 19,244 | 24,756 | 25.01 | 03/01/2033 |
| 03/01/2024 | — | 60,000 | 32.27 | 03/01/2034 |
RSUs and PSUs Outstanding (as of 12/31/24)
| Award | Unvested Shares | Notes |
|---|---|---|
| RSU (03/01/2022) | 3,833 | 1/3 annual vesting (time-based) |
| RSU (03/01/2023) | 8,000 | 1/3 annual vesting (time-based) |
| RSU (07/01/2023) | 16,749 | 1/3 annual vesting (time-based) |
| RSU (03/01/2024) | 17,000 | 1/3 annual vesting (time-based) |
| PSU (2023 Program) | 12,000 | Half second IND by 12/31/2025; half thalassemia approval by 12/31/2026; unearned as of 12/31/24 |
| PSU (2024 Program) | 17,000 | Half clinical milestone by 12/31/2026; half commercial milestone by 12/31/2027; unearned as of 12/31/24 |
- Vested/realized in 2024: 29,121 shares from stock awards vested (no option exercises) .
Implications for Insider Selling Pressure
- Scheduled time-based RSU vests around March 1 annually (2024, 2025, 2026, 2027) and July 1 annually for the 2023 mid-year grant, which may create predictable 10b5-1 or open window sale opportunities; PSUs could add event-driven supply if milestones are achieved, particularly tied to SCD phase 3 and thalassemia commercialization milestones .
Employment Terms
Severance and Change-in-Control (CIC) Economics
- Plan structure: Double-trigger CIC protection; severance requires termination without cause or for good reason and a release; adherence to any applicable non-compete/non-solicit obligations .
- Non-CIC termination (without cause/for good reason): 12 months base salary plus 100% of target annual cash incentive; COBRA contribution generally for 12 months (not separately listed for Gheuens in the table) .
- CIC termination (within 18 months post-CIC): 12 months base salary plus 100% of target annual cash incentive; 100% acceleration of unvested stock options and RSUs for NEOs (PSUs remain subject to terms) .
- Illustrative potential payments (assuming Dec 31, 2024 termination): Salary severance $583,495; bonus $262,573; equity vesting value $1,736,018 upon CIC termination; total $2,582,085 (excludes any benefits line which was blank for her) .
Other Governance Provisions
- Clawback: Dodd-Frank Rule 10D-1 compliant compensation recovery policy (covers restatements, stock price/TSR-based pay) .
- No tax gross-ups; no option repricing; no automatic vesting on CIC under plan; strong plan governance features .
Performance & Track Record
- 2024 program milestones: ENERGIZE and ENERGIZE-T phase 3 trials in thalassemia met primary endpoints; regulatory submissions filed in U.S./EU/KSA/UAE; FDA accepted sNDA with PDUFA Sept 7, 2025 .
- SCD: RISE UP phase 3 completed enrollment; orphan designation in EU; continued SCD program progress .
- Pipeline: Initiated phase 2b tebapivat in LR-MDS; initiated phase 1 AG-181 (PAH stabilizer) .
- Commercial: PYRUKYND® net product revenue grew to $36.5M (2024) from $26.8M (2023) .
- Corporate scorecard resulted in 125% payout factor for 2024 annual cash incentive .
- Pay-versus-performance disclosure: AGIO TSR indicator 68.82 for 2024; net product revenue $36.5M; peer TSR 113.84; positive net income of ~$674M (driven by notable transactions) .
Compensation Structure Analysis
- Cash vs equity mix: Majority of NEO compensation is variable/at-risk (avg 82% for non-CEO NEOs in 2024), with equity as the largest component encouraging long-term alignment .
- Shift to RSUs/PSUs: Annual awards continue at 50% options / 25% RSUs / 25% PSUs for NEOs, maintaining performance linkage (PSUs) and retention (RSUs) .
- Performance metrics: 2024 PSUs emphasize SCD phase 3 success and thalassemia commercial execution (110% year-1 revenue); 2023 PSUs emphasize non-PKR IND progress and thalassemia approval .
- Say-on-pay support: 94% approval at 2024 AGM signals shareholder alignment with pay program .
Compensation & Incentives Detail (Selected)
| Item | 2024 Value/Terms |
|---|---|
| Salary | $583,495 |
| Annual Bonus Target | 45% of salary |
| Annual Bonus Paid | $328,216 (125% of target) |
| Equity Grants (3/1/2024) | 60,000 options @ $32.27; 17,000 RSUs; 17,000 PSUs |
| Vesting (Options/RSUs) | Standard 4-year options (25% + monthly 36); RSUs one-third annually over 3 years |
| PSU Triggers (2024) | SCD phase 3 (by 12/31/2026); Thalassemia commercial (110% of target in first 12 months by 12/31/2027) |
| Clawback, Hedging/Pledging | Dodd-Frank-compliant clawback; hedging and pledging prohibited |
| Ownership Guidelines | ≥1x base salary; executives in compliance as of 3/31/2025 |
Investment Implications
- Alignment: A meaningful portion of incentives vests only on delivery of clinical (SCD phase 3) and commercial (thalassemia revenue) milestones, directly tying upside to value-creation events in the pipeline and launch execution .
- Retention: Multi-year RSU/option vesting and unearned PSUs create tangible retention hooks through 2026–2027; severance is double-trigger for CIC, reducing unwanted churn risk during strategic events .
- Selling pressure: Predictable RSU vesting (March 1 and July 1 cycles) and potential PSU conversions upon milestone achievement could generate episodic insider supply, subject to trading windows/10b5-1 plans .
- Governance quality: Strong say-on-pay support, clawback policy, anti-hedging/pledging, and no tax gross-ups are shareholder-friendly; no automatic vesting on CIC under the plan design .