Jeffrey Jonas
About Jeffrey Jonas
Jeffrey Jonas, M.D., age 72, has served as an independent Class I director of Generation Bio since May 2018; his current term expires at the 2027 annual meeting . He is a life sciences executive and investor with extensive clinical development and regulatory experience; education includes a B.A. from Amherst and an M.D. from Harvard Medical School with psychiatry residency and chief resident in psychopharmacology at McLean Hospital (Harvard) . Independence was reaffirmed by the board in April 2025 under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sage Therapeutics, Inc. | CEO & President; later Chief Innovation Officer; Director | CEO/President: Aug 2013–Dec 2020; CIO: Dec 2020–Nov 2022; Director: Aug 2013–Dec 2024 | Led clinical development; regulatory experience cited by GBIO as qualification |
| ABio-X | Chief Executive Officer | Nov 2022–Sept 2023 | Biotechnology incubator leadership |
| Karuna Pharmaceuticals, Inc. | Director | Oct 2018–Dec 2023 (until BMS acquisition) | Board service through acquisition |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Cure Ventures | Partner | Since Jan 2024 | Life sciences venture capital |
| Noema Pharma AG (private) | Non-Executive Chair | Since Oct 2021 | Private biotechnology company |
| Kenai Therapeutics (private) | Director & Chair | Since Feb 2024 | Private biotechnology company |
| Sage Therapeutics, Inc. | Director | Aug 2013–Dec 2024 | Public biopharma; prior executive roles |
| Karuna Pharmaceuticals, Inc. | Director | Oct 2018–Dec 2023 | Public biopharma; exited upon acquisition |
Board Governance
- Committee assignment: Nominating & Corporate Governance Committee member; Ron Cooper serves as chair .
- Committee meetings in 2024: Audit (5), Talent/Compensation (4), Nominating & Corporate Governance (2) .
- Attendance: The full board met 5 times in 2024, and each director attended 75% or more of board and applicable committee meetings; a majority attended the 2024 annual meeting .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Jonas is independent .
Fixed Compensation
| Component | Amount ($) | Period | Notes |
|---|---|---|---|
| Fees Earned in Cash | 44,000 | FY 2024 | Matches board/committee fee schedule: Board retainer $40,000 + Nominating & Corporate Governance member fee $4,000 |
| Board Retainer (Member) | 40,000 | Annual | Program terms for non-employee directors |
| Nominating & Corporate Governance Committee (Member) | 4,000 | Annual | Program terms; chair additional $4,000 (Jonas not chair) |
| Meeting Fees | Not disclosed | — | Company does not list per-meeting fees; fees are annual |
Program fee schedule (for context):
| Body | Member Annual Fee ($) | Chair Additional Annual Fee ($) |
|---|---|---|
| Board of Directors | 40,000 | 30,000 |
| Audit Committee | 7,500 | 7,500 |
| Talent/Compensation Committee | 7,500 | 7,500 |
| Nominating & Corporate Governance Committee | 4,000 | 4,000 |
Performance Compensation
| Metric | Value | Mechanics | Notes |
|---|---|---|---|
| Option Awards (Grant-date fair value) | 166,476 | Annual equity grant (options) to non-employee directors; fair value under ASC 718 | FY 2024 proxy disclosure |
| Aggregate Options Outstanding (as of 12/31/2024) | 213,661 shares | Outstanding option awards | Per director rollforward |
| Initial Director Equity Grant | 60,000 options | Vesting: 1/36 monthly over 3 years | Granted upon initial election/appointment; term 10 years; strike at FMV |
| Annual Director Equity Grant | 30,000 options | Vesting: 100% on earlier of first anniversary or next annual meeting | Granted at each annual meeting (if served ≥6 months); term 10 years; strike at FMV |
- Option terms: Exercise price equals fair market value on grant date; 10-year term; director grants under the 2020 Plan .
- Equity grant timing and governance: Grants generally effective on the annual meeting date; company avoids grants in narrow windows around filings with material nonpublic information .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Sage Therapeutics, Inc. | Public | Former Director; prior CEO/CIO | Sector overlap (biopharma); no GBIO transactions disclosed with Sage |
| Karuna Pharmaceuticals, Inc. | Public | Former Director | Sector overlap; exited on acquisition; no GBIO transactions disclosed with Karuna |
| Cure Ventures | Private VC | Partner | Potential venture investments in sector; no related person transactions disclosed |
| Noema Pharma AG | Private | Non-Executive Chair | Private; no GBIO dealings disclosed |
| Kenai Therapeutics | Private | Director & Chair | Private; no GBIO dealings disclosed |
- Talent committee interlocks: Company disclosed no compensation committee (talent committee) interlocks in 2024; none of its members were officers of GBIO or had >$120,000 transactions (Jonas is not on this committee) .
Expertise & Qualifications
- Education: B.A. Amherst; M.D. Harvard Medical School; psychiatry residency; chief resident in psychopharmacology at McLean Hospital (Harvard) .
- Domain expertise: Clinical development and regulatory matters; life sciences industry leadership (CEO/CIO roles) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jeffrey Jonas, M.D. | 213,661 | <1% | Beneficial ownership as of record date; company had 67,013,359 shares outstanding |
- Hedging/pledging: Insider Trading Policy prohibits short sales, derivatives, hedging transactions, and generally prohibits purchasing on margin or pledging company securities as collateral .
- Ownership guidelines (directors): Not disclosed in proxy; no commentary provided .
- Shares pledged: Not disclosed; policy generally prohibits pledging .
Governance Assessment
- Independence and role: Jonas is independent and serves on the Nominating & Corporate Governance Committee, supporting board composition, leadership structure, governance principles, and periodic board evaluations .
- Attendance and engagement: Board met 5 times in 2024; all directors met or exceeded the 75% attendance threshold; nominating committee met 2 times, indicating active governance oversight .
- Compensation alignment: Director pay skews toward equity (options), enhancing alignment with shareholders; Jonas received $44,000 cash and $166,476 in option grant-date value in 2024 . Program ties exercise price to FMV and uses time-based vesting, not performance metrics .
- Equity and trading safeguards: Robust insider trading policy bans hedging/pledging and imposes blackout periods; equity grants avoid narrow windows around filings, reducing optics risk .
- Related-party and conflicts oversight: Audit committee reviews related person transactions; 2023–2025 related-party disclosures center on the Moderna collaboration and investment, with no transactions identified involving Jonas; talent committee disclosed no interlocks in 2024 .
- Compensation governance: Independent talent committee utilizes external advisor Compensia and targets ~50th percentile vs peer group; while executive-focused, it signals compensation rigor overall .
- RED FLAGS:
- Equity plan repricing authority: The 2020 Plan allows actions that constitute a “repricing” (e.g., cancel/regrant at lower strike or cash-out underwater options), which investors often view as shareholder-unfriendly if used; monitor for any such actions or exceptions .
- Reverse stock split authorization: Board sought authority for a 1-for-10 to 1-for-30 reverse split in 2025; while capital structure-driven, increases authorized-but-unissued shares and can have anti-takeover effects; neutral for Jonas specifically but relevant governance context .
- Shareholder sentiment: 2024 say-on-pay passed by a “significant majority,” suggesting broad support for compensation practices (executive-focused, but indicates overall governance health) .