Elizabeth Barrett
Sage TherapeuticsAbout Elizabeth Barrett
Elizabeth (Liz) Barrett, age 62, has served as an independent director of Sage Therapeutics since January 2019 (Class I; term expires at the 2027 annual meeting). She is President & CEO and a board member of UroGen Pharma Ltd. (since January 2019), and previously served as CEO of Novartis Oncology (Feb–Dec 2018) and Global President, Oncology at Pfizer (2015–2018). She holds a B.S. from the University of Louisiana and an M.B.A. from Saint Joseph’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Oncology | Chief Executive Officer | Feb–Dec 2018 | Led global oncology business |
| Pfizer Inc. | Global President, Oncology | 2015–2018 | Senior commercial leadership in oncology |
| Pfizer Inc. | President, Europe, Global Innovative Pharma; President, North America; President, U.S. Oncology | 2009–2015 | Regional leadership across multiple businesses |
| Cephalon Inc. | VP & General Manager, Oncology BU | 2006–2009 | Business unit leadership |
| Johnson & Johnson | Senior roles across market sectors | 1993–2006 | Commercial/leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UroGen Pharma Ltd. | President & CEO; Director | Jan 2019–Present | Public, commercial-stage biopharma |
| Allogene Therapeutics, Inc. | Director | Jul 2021–Present | Public, clinical-stage immuno-oncology |
Board Governance
- Independence and tenure: Independent director; on board since 2019; Class I term to 2027 . Sage’s board has an independent Chair and all committees are fully independent; all directors except the CEO are independent .
- Committee assignments (2024–2025): Member, Audit Committee; Member, Compensation Committee. Audit Committee chaired by James M. Frates; Compensation Committee chaired by Michael F. Cola .
- Attendance and engagement: In 2024, all directors attended ≥75% of board/committee meetings; average attendance was 97%. All then-current directors attended the 2024 annual meeting except Steven Paul (whose term ended at that meeting) .
- Overboarding/independence policies: In Dec 2024 Sage adopted an overboarding policy: public-company executive officers (including CEOs) should serve on no more than three public boards total (including Sage). Barrett serves on UroGen’s board (as CEO), Sage, and Allogene—meeting but not exceeding the policy cap .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Non-employee director retainer |
| Audit Committee member fee | $10,000 | Non-chair member |
| Compensation Committee member fee | $7,500 | Non-chair member |
| Total cash fees earned (reported) | $67,500 | Matches reported cash for Barrett in 2024 |
- Directors may elect to receive stock options in lieu of cash retainers; for 2024 Barrett’s retainers were taken in cash (her peers listed who elected options-in-lieu did not include Barrett) .
Performance Compensation
| Equity Element | 2024 Terms/Value | 2025 Program Update | Vesting/Other |
|---|---|---|---|
| Annual director stock option grant | Program: 12,500 options per non-employee director (granted at 2024 annual meeting) | Program approved for 21,500 options per director to be granted on 2025 annual meeting date | 2024 annual grant vests in full at earlier of first anniversary or day prior to next annual meeting; exercise price = FMV at grant |
| Barrett 2024 option award (grant-date fair value) | $91,810 | N/A | Grant-date fair value reported under FASB ASC 718; options only realize value if stock > strike |
| Initial option grant for new directors | 22,250 options (2024 policy) | 32,500 options (2025 policy) | Initial grants vest monthly over 36 months; exercise price = FMV |
| Options in lieu of cash retainers | Available; must elect before Jan 1; Black-Scholes conversion at 70% of stock price. 2024 electors: Dr. Paul, Frates, Golumbeski, Federer. 2025 electors: Frates, Golumbeski . | Available for 2025 | Options vest by end of Payment Year |
Other Directorships & Interlocks
| Company | Role | Committee/Interlock Notes |
|---|---|---|
| UroGen Pharma Ltd. | President & CEO; Director | Counts toward Sage overboarding cap (limit of 3 for public-company executives) |
| Allogene Therapeutics, Inc. | Director | Additional public board |
| Compensation Committee interlocks | N/A | Sage discloses no compensation committee interlocks or relationships requiring Item 404 disclosure; Barrett served on Sage’s Compensation Committee in 2024 . |
Expertise & Qualifications
- Deep biopharma commercial leadership (Pfizer oncology leadership; CEO roles at Novartis Oncology and UroGen) .
- Extensive U.S. and global market access, oncology commercialization, and business unit P&L experience .
- Academic credentials: B.S. (University of Louisiana), M.B.A. (Saint Joseph’s University) .
Equity Ownership
| Holder | Shares Owned Directly | Options Exercisable within 60 Days | Total Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|---|---|
| Elizabeth Barrett | 3,000 | 72,910 | 75,910 | <1% | As of March 31, 2025 (base: 62,540,718 shares) |
| Options outstanding (all grants) | — | — | 85,410 options outstanding as of Dec 31, 2024 | — | Aggregate options outstanding (not just within 60 days) |
- Director stock ownership guideline: ≥3x annual retainer within five years; shares owned outright and vested in-the-money options count; last review May 29, 2024; next review ~June 2025. Individual compliance status not disclosed .
- Anti-hedging/pledging: Sage prohibits covered persons (including directors) from short sales, derivatives, and pledging/margin purchases of Sage securities .
Governance Assessment
- Strengths
- Independent director with highly relevant biopharma commercial expertise; serves on Audit and Compensation Committees, supporting board effectiveness in oversight of financial reporting, risk, and pay .
- Attendance/engagement metrics are strong at the board level (≥75% for all directors; 97% average in 2024), and all current directors attended the 2024 annual meeting (except one departing director) .
- Compensation structure emphasizes alignment via options; 2024 cash fees align with retainer schedule; no perquisites disclosed for directors .
- No related-party transactions or compensation committee interlocks reported involving Barrett .
- Potential risk indicators
- Overboarding proximity: As a sitting public-company CEO, Barrett sits on three public boards (UroGen, Sage, Allogene), which meets but does not exceed Sage’s overboarding cap; continued monitoring warranted if additional roles are considered .
- Director equity ownership is primarily option-based with modest direct share ownership (3,000 shares as of Mar 31, 2025); individual status versus Sage’s 3x retainer guideline not disclosed .
- Investor confidence signals
- Board/committee independence, regular executive sessions, clawback policy, and anti-hedging/pledging policies bolster governance quality .
- Say-on-pay support improved to 95.4% at the 2024 annual meeting, indicating broad shareholder support for compensation governance (contextual to overall board stewardship) .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash (2024) | Option Awards (Grant-Date Fair Value, 2024) | Total (2024) |
|---|---|---|---|
| Elizabeth Barrett | $67,500 | $91,810 | $159,310 |
- Source: Sage 2025 Proxy; director compensation table .
- 2024 retainer schedule: Board $50,000; Audit member $10,000; Compensation member $7,500; consistent with Barrett’s cash fees .
- Annual director option grant: 12,500 in 2024 (one-year vesting to next annual meeting); Board approved 21,500 for 2025 (to be granted at 2025 annual meeting) .
- Plan caps: Non-employee director total annual compensation capped at $750,000 ($1.5M initial year) under the 2024 Equity Plan .
Related-Party/Conflicts Check
- No Item 404 related-party transactions disclosed for directors (other than Biogen collaboration as a >5% holder, with Audit Committee oversight of related-person transactions) .
- Compensation Committee interlocks: None; Barrett served on Compensation Committee in 2024 .
Independence & Compliance
- Independence: Barrett is independent under Nasdaq rules; Sage’s Audit and Compensation Committees are 100% independent .
- Section 16(a) compliance: Company reports timely compliance for 2024 across officers/directors; no issues cited for Barrett .
Performance & Track Record (Context)
- Say-on-pay support: 95.4% approval at 2024 annual meeting (for 2023 program), up from 78.2% in 2023, reflecting improved investor sentiment on pay practices overseen by the board and Compensation Committee (of which Barrett is a member) .
RED FLAGS: None disclosed for Barrett on attendance, related-party transactions, hedging/pledging, or interlocks. Overboarding is at Sage’s cap but compliant; monitor if role set expands .