Barry E. Greene
Sage TherapeuticsAbout Barry E. Greene
Barry E. Greene is Chief Executive Officer and President of Sage Therapeutics since December 2020 and has served on the Board of Directors since October 2020; age 61 as of April 16, 2025, with a B.S. in Industrial Engineering from the University of Pittsburgh and Senior Scholar experience at Duke University’s Fuqua School of Business . Sage’s 2024 CEO pay ratio was ~22:1 based on CEO total compensation of $7,112,589 and a median employee of $316,350 . Pay-versus-performance shows cumulative TSR of $8 in 2024 versus the Nasdaq Biotechnology Index’s $114, with a net loss of $400.7 million in 2024; the company continues to emphasize strategic and TSR-linked goals (and does not use GAAP financial measures as compensation drivers) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alnylam Pharmaceuticals, Inc. | President | 2007–Sep 2020 | Senior executive leadership in biopharmaceuticals |
| Alnylam Pharmaceuticals, Inc. | Chief Operating Officer | 2003–Sep 2016 | Senior operations leadership in biopharmaceuticals |
| Millennium Pharmaceuticals, Inc. | General Manager, Oncology | Prior to 2003 | Therapeutics commercial leadership |
| Mediconsult.com | EVP & Chief Business Officer | Prior to 2001 | Healthcare consulting leadership |
| AstraZeneca (formerly AstraMerck) | VP Marketing & Customer Services; VP Strategic Integration (NA post-merger) | Prior to 2001 | Commercial and post-merger integration leadership |
| Andersen Consulting | Partner | Prior to AstraZeneca | Management consulting leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Karyopharm Therapeutics, Inc. | Director | Since 2013 | Public biopharma board service |
| Acorda Therapeutics, Inc. | Director | Jan 2007–Aug 2021 | Public biotech board service |
| BCLS Acquisition Corporation | Director | Oct 2020–Oct 2022 | SPAC board service |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 760,725 | 798,761 | 830,712 |
| Stock Awards ($) | 2,455,002 | 3,004,440 | 3,164,364 |
| Option Awards ($) | 1,958,007 | 1,990,425 | 2,669,263 |
| Non-Equity Incentive ($) | 519,195 | 428,336 | 431,970 |
| All Other Compensation ($) | 12,235 | 15,529 | 16,280 |
| Total ($) | 5,705,164 | 6,237,491 | 7,112,589 |
2024 annual cash incentive details:
| Item | Value |
|---|---|
| 2024 Base Salary ($) | 830,712 |
| Target Bonus (% of salary) | 65% |
| Target Bonus ($) | 539,963 |
| Company Performance Factor | 80% |
| Individual Performance Factor | Not applicable (CEO has none) |
| Payout ($) | 431,970 |
Performance Compensation
2024 equity award design and grants (CEO opted for options in lieu of RSUs):
| Equity Type | Shares | Grant Date | Exercise Price | Grant-Date Fair Value ($) | Mix/Notes |
|---|---|---|---|---|---|
| Stock Options | 168,000 | 2/13/2024 | $23.02 | 2,669,263 | Time-based vesting; CEO elected options over RSUs under Equity Choice |
| Performance RSUs (PSUs) | 126,000 | 2/13/2024 | N/A | 3,164,364 | Milestone- and TSR-based vesting |
Key PSU metrics and vesting:
| Metric | Weighting | Target/Definition | Actual/Status | Vesting Terms |
|---|---|---|---|---|
| Cumulative patients treated in approved indications | 40% | Board-approved milestone | Achieved Aug 2024; corresponding PSUs vested | Vests upon milestone achievement; deadlines through Feb 13, 2034 |
| Launch of new product or existing product in new indication | 40% | Board-approved milestone | Not disclosed | Vests upon milestone achievement; deadlines through Feb 13, 2034 |
| TSR vs Nasdaq Biotechnology Index (NBI) | 20% | 3-year period Jan 1, 2024–Dec 31, 2026; 30-day avg pricing | In progress | Vesting grid: ≥90th=200%, 75th=150%, 60th=100%, 40th=50%, <40th=0% |
Design changes and pay-for-performance orientation:
- In 2023, Sage added TSR-based PSU vesting and split CEO equity ~47% options/53% PSUs; in 2024 introduced RSUs for retention, with CEO electing options instead of RSUs .
- Compensation philosophy targets market-median equity and bonus vs peer groups; emphasizes commercialization, pipeline/regulatory milestones, and TSR alignment rather than GAAP financial metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 836,783 shares (1.3% of 62,540,718 shares outstanding) as of Mar 31, 2025 |
| Executive Ownership Guidelines | CEO ≥ 4x base salary; 5-year accumulation; counts RSUs and vested in-the-money options |
| Compliance Status | Committee waived guideline compliance for 12 months (May 29, 2024 review) due to stock volatility |
| Anti-Hedging / Anti-Pledging | Company prohibits hedging and pledging; margin purchases disallowed |
| Rule 10b5-1 Plans | Allowed under policy; first trade cooling-off periods per SEC rules; plans may result in sales despite event timing |
Security ownership context (select holders):
| Holder | Shares | % |
|---|---|---|
| Barry E. Greene | 836,783 | 1.3% |
| Shares Outstanding (base) | 62,540,718 | — |
Employment Terms
| Aspect | Key Terms |
|---|---|
| Employment agreement | Letter agreement since Dec 2020; at-will |
| 2024 Base Salary | $830,712 |
| Target Bonus | 65% of salary; based 100% on corporate goals |
| Benefits | Participates in standard employee plans; no special executive-only perqs |
| Clawback | Exchange Act Rule 10D-1 compliant clawback effective Oct 2, 2023 |
| Hedging/Pledging | Prohibited under Insider Trading Policy |
| Equity vesting policy | Double-trigger vesting following covered transactions (change-in-control) |
Estimated payments upon termination (as of Dec 31, 2024):
| Scenario | Base Salary ($) | Cash Incentive Bonus ($) | Health Care Continuation ($) | Total ($) |
|---|---|---|---|---|
| Voluntary resignation for Good Reason | 830,712 (12 months) | — | 39,426 (12 months COBRA equivalent) | 870,138 |
| Termination by company not for Cause | 830,712 (lump sum) | — | 39,426 | 870,138 |
| Termination in connection with/following Change in Control (double-trigger) | 830,712 | 539,963 (target bonus if unpaid) | 39,426 | 1,410,101 |
| Valuation basis used | $5.43 closing price on 12/31/2024 for change-in-control equity calc methodology | — | — | — |
Board Governance
- Board role: CEO and Director; not independent .
- Independent Chair: Geno Germano; committees are fully independent (Audit, Compensation, Nominating & Governance) .
- Board meeting attendance: all directors ≥75%, average 97% in 2024 .
- Committee leadership: Compensation chaired by Michael F. Cola; Nominating & Governance chaired by Geno Germano; Audit includes Elizabeth Barrett and Jessica J. Federer .
- Dual-role implications: Separation of Chair and CEO mitigates governance concerns of CEO/Chair duality; CEO does not sit on independent committees .
Director Compensation
- Non-employee directors receive annual and initial option grants (e.g., 21,500 shares annual; 32,500 initial), with service-based vesting and fair-market exercise prices; employee directors, such as the CEO, are covered under executive programs rather than director cash retainers .
- Non-employee director stock ownership guideline: ≥3x annual retainer within 5 years; counts shares owned and vested in-the-money options; next compliance review ~June 2025 .
Compensation Peer Group (Benchmarking)
2024 Peer Group used for NEO compensation decisions (approved Sep 2023):
| Company |
|---|
| ACADIA Pharmaceuticals Inc. |
| Agios Pharmaceuticals, Inc. |
| Alector, Inc. |
| Amicus Therapeutics, Inc. |
| Amylyx Pharmaceuticals |
| Apellis Pharmaceuticals, Inc. |
| Axsome Therapeutics, Inc. |
| Blueprint Medicines Corporation |
| Cerevel Therapeutics, Inc. |
| CRISPR Therapeutics, Inc. |
| Deciphera Pharmaceuticals, Inc. |
| Halozyme Therapeutics, Inc. |
| Harmony Biosciences Holdings, Inc. |
| Insmed, Inc. |
| Intra-Cellular Therapies, Inc. |
| Mirati Therapeutics, Inc. |
| Rhythm Pharmaceuticals, Inc. |
| Supernus Pharmaceuticals, Inc. |
| Ultragenyx Pharmaceutical Inc. |
2025 Peer Group revisions added/maintained companies; several removed due to acquisitions or size misalignment .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay support: 95.4% (up from 78.2% in 2023) .
- Ongoing engagement: outreach to ~80% of outstanding shares and meetings with holders representing ~40% to discuss governance and compensation; continued TSR PSUs based on positive feedback .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| CEO SCT Total ($) | 826,052 (First PEO) | 58,864,150 | 5,705,164 | 6,237,491 | 7,112,589 |
| Compensation Actually Paid (CAP) to CEO ($) | 1,265,945 (First PEO) | 8,431,100 | 3,563,623 | 3,080,628 | 864,959 |
| Company TSR (Value of $100) | $120 | $59 | $53 | $30 | $8 |
| Peer Group TSR (NBI) (Value of $100) | $126 | $125 | $111 | $115 | $114 |
| Net income (loss), $mm | 606.1 | (457.9) | (532.8) | (541.5) | (400.7) |
Notable 2024 execution milestone: PSU vesting tied to cumulative patients treated achieved in August 2024 . Strategic focus areas for compensation include commercialization of ZURZUVAE (PPD), pipeline progression, regulatory milestones, business development/financing, and TSR alignment .
Compensation Committee Analysis
- Committee responsibilities include CEO performance evaluation, executive pay decisions, equity program oversight, stockholder engagement on compensation, ownership guidelines, clawback policies, and succession planning; held five meetings in 2024 .
- Independent external consultant (Alpine) supports peer benchmarking; compensation targets market-median for equity and bonus with performance-based variability .
Related Policies and Risk Indicators
- Anti-hedging and anti-pledging policy; 10b5-1 trading plans permitted with mandated cooling-off periods; mitigates opportunistic trading while allowing diversification .
- Clawback policy to recover erroneously awarded incentive compensation following restatements irrespective of misconduct .
- No tax gross-ups on change-in-control payments; double-trigger vesting for equity under covered transactions; no special executive-only perquisites .
- Governance structure includes an independent Chair and fully independent key committees, with high director attendance .
- 2024 TSR markedly below peer index, heightening importance of TSR PSU outcomes through 2026 for realized compensation alignment .
Investment Implications
- Alignment: Heavy use of PSUs tied to strategic milestones and relative TSR, a double-trigger CIC policy, and ownership guidelines (temporarily waived due to volatility) point to genuine pay-for-performance intent; CEO’s election of options over RSUs increases upside sensitivity to stock appreciation .
- Retention risk: Severance economics are moderate (12 months salary; target bonus only in CIC), with equity largely performance/time-vested—supportive of retention but with limited guaranteed cash; monitor PSU milestone progress and TSR percentile outcomes into December 2026 .
- Trading signals: Watch for 10b5-1 plan adoptions/modifications and scheduled trades given cooling-off rules; vesting cadence (options 25% at year 1 then monthly) may create periodic supply; absence of pledging reduces forced-sale risk .
- Governance and shareholder posture: Strong 2024 say-on-pay support (95.4%) after program refinements (TSR PSUs, clearer goals) reduces near-term compensation overhang; independent Chair and fully independent committees mitigate dual-role concerns of a CEO-director .