Tsveta Milanova
AGIOS PHARMACEUTICALSAbout Tsveta Milanova
Tsveta Milanova is Chief Commercial Officer at Agios Pharmaceuticals, serving since January 2023 (employment agreement effective December 5, 2022); she is 48 years old as of April 1, 2025 . Her background spans senior commercial leadership at Alexion (SVP roles across US Commercial, Global Commercial Strategy, and Global Value, Access & Policy), Celgene (Global Head, Pricing and Market Access Haematology/Oncology), and GSK R&D (Global Health Outcomes Manager); she holds MSc degrees from the London School of Economics and the Medical University of Sofia and completed Harvard’s Advanced Management Program . Under her commercial leadership, PYRUKYND revenue grew to $36.5 million in 2024 from $26.8 million in 2023, supporting a 125% of target 2024 cash incentive payout for Milanova .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alexion | SVP, Head of US Commercial | Dec 2020–Sep 2022 | Led US commercial organization |
| Alexion | SVP, Head of Global Commercial Strategy | Jan 2019–Dec 2020 | Led global commercial strategy |
| Alexion | SVP, Head of Global Value, Access & Policy | Apr 2018–Dec 2018 | Led global value, access & policy |
| Celgene | Global Head, Pricing and Market Access Haematology/Oncology | Oct 2008–Apr 2018 | Led pricing/market access for hematology/oncology portfolio |
| GlaxoSmithKline R&D | Global Health Outcomes Manager | Oct 2004–Oct 2008 | Led global health outcomes initiatives |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 507,875 | 525,300 |
| Bonus ($) | 150,000 (sign-on) | — |
| All Other Compensation ($) | 14,953 | 15,861 |
| Total Cash ($) | 772,828 | 541,161 |
2025 decisions: Base salary $541,059 and target annual bonus 45% of base salary, effective Jan 1, 2025 .
Performance Compensation
Annual Incentive (Cash)
| Metric | 2024 Target ($) | 2024 Maximum ($) | 2024 Actual ($) | Payout (% of Target) |
|---|---|---|---|---|
| Annual performance-based cash incentive | 236,385 | 354,578 | 295,482 | 125% |
Notes: 2025 program remains capped at 150% of target and is based on specific research, clinical, operational, and financial company goals .
2024 Equity Grants
| Grant | Date | Shares/Units (#) | Exercise Price ($) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Stock Options | 3/1/2024 | 60,000 | 32.27 | 1,068,185 | 25% on 1st anniversary; remainder monthly over 36 months |
| RSUs | 3/1/2024 | 17,000 | — | 548,590 | 1/3 on each of 1st, 2nd, 3rd anniversaries |
| PSUs | 3/1/2024 | 17,000 target | — | $0 (not probable at grant under ASC 718) | Vest on achievement of specified clinical/regulatory milestones |
2025 Equity Grants
| Grant | Date | Shares/Units (#) | Exercise Price ($) | Vesting |
|---|---|---|---|---|
| Stock Options | 3/1/2025 | 43,500 | 35.54 | 25% on 1st anniversary; remainder monthly over 36 months |
| RSUs | 3/1/2025 | 12,000 | — | 1/3 on each of 1st, 2nd, 3rd anniversaries |
| PSUs | 3/1/2025 | 12,000 | — | Milestone-based: quarter/quarter/half on clinical, clinical, and R&D milestones |
Equity mix: For non-CEO NEOs in 2025, equity awards targeted roughly 50% options, 25% RSUs, 25% PSUs by grant-date fair value .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Owned | Options/Rights Acquirable ≤60 Days | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Tsveta Milanova | 22,892 | 96,642 | 119,534 | <1% |
Shares outstanding: 57,886,781 as of March 31, 2025 .
Outstanding Equity Awards (as of December 31, 2024)
| Award | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Options | 01/03/2023 | 65,007 | 70,675 | 27.53 | 01/03/2033 | — | — |
| RSUs | 01/03/2023 | — | — | — | — | 16,951 | 557,010 |
| Stock Options | 03/01/2024 | — | 60,000 | 32.27 | 03/01/2034 | — | — |
| RSUs | 03/01/2024 | — | — | — | — | 17,000 | 558,620 |
Ownership guidelines: Executives must own shares worth at least their base salary; all directors and executive officers were in compliance as of March 31, 2025 . Insider policy prohibits short sales, hedging, margin purchases, and pledging (with limited exceptions), reducing alignment risks from hedging or pledging .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; agreement effective December 5, 2022 |
| Initial base salary | $510,000 |
| Target annual bonus | ≥45% of base salary |
| Inducement option grant | 135,682 shares at $27.53; 25% vest on Jan 3, 2024, remainder monthly thereafter |
| Inducement RSUs | 25,426 units; vest equally on 1st, 2nd, 3rd anniversaries of grant |
| Inducement PSUs | 10,897 units; 50% vested upon specified clinical/regulatory milestones |
| Sign-on bonus | $150,000 |
| Severance prerequisites | Must comply with non-competition/non-solicitation and execute release to receive benefits |
| Ownership guidelines | Must own shares ≥ base salary; 5-year compliance window; in compliance as of March 31, 2025 |
| Clawback policy | Compliant with SEC Rule 10D-1; recovery of erroneously awarded incentive-based compensation upon restatement |
| Perquisites & tax gross-ups | Limited perqs; no tax gross-ups |
Severance & Change-of-Control Economics (Hypothetical event on Dec 31, 2024)
| Trigger | Severance Payments ($) | Bonus Payment ($) | Benefits Continuation ($) | Market Value of Stock Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Resign for Good Reason / Terminated Without Cause before or >18 months after CIC | 525,300 | 236,385 | 17,700 | 278,505 | 1,057,890 |
| Resign for Good Reason / Terminated Without Cause upon or ≤18 months after CIC | 525,300 | 236,385 | 17,700 | 1,527,728 | 2,307,113 |
| Termination due to death/disability prior to CIC | — | — | — | 278,505 | 278,505 |
Notes: For non-CEO NEOs, severance equals 12 months of base salary plus 1x target bonus; CIC triggers equity acceleration per plan terms .
Investment Implications
- Pay mix and vesting create retention hooks: Large unvested options and RSUs from 2023–2025 grants with multi-year vesting schedules and milestone-based PSUs suggest moderate retention incentives and delayed monetization, reducing near-term selling pressure .
- Performance alignment: 2024 cash incentive paid at 125% of target with documented commercial revenue growth indicates pay-for-performance alignment; 2024 PSUs carried $0 grant-date fair value reflecting stringent milestones, which biases equity payouts toward genuine clinical/commercial progress .
- Change-of-control economics: Double-trigger protection provides 12 months salary and 1x target bonus plus substantial equity acceleration (market value $1.53 million in the hypothetical), which could incentivize continuity through strategic events but is not excessively generous relative to CEO terms .
- Governance risk mitigants: Anti-hedging/pledging policy, stock ownership guidelines compliance, and SEC-compliant clawback reduce alignment and reputational risks that might otherwise flag trading signals; no tax gross-ups or outsized perquisites observed .
Overall, Milanova’s compensation structure balances time-based and performance-based equity with cash incentives tied to operational and commercial goals, aligning with Agios’ milestone-driven strategy while embedding retention through vesting and moderate severance provisions .