Geno Germano
Sage TherapeuticsAbout Geno Germano
Independent Chair of the Board of Directors at Sage Therapeutics since January 2024; director since July 2016. Age 64; B.S. in Pharmacy from Albany College of Pharmacy. Over 30 years of pharma leadership including Group President at Pfizer’s Global Innovative Pharma business (2014–Feb 2016), President at Intrexon (Jun 2016–Mar 2017), and President & CEO of Elucida Oncology (Aug 2018–Jun 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Group President, Global Innovative Pharma Business | 2014–Feb 2016 | Led ~$14B business; Co-Chair of Portfolio Strategy & Investment Committee (2013–Feb 2016) . |
| Pfizer Inc. | President & GM, Specialty Care and Oncology | 2009–2013 | Led commercial, medical, and pipeline strategy globally . |
| Intrexon Corporation | President | Jun 2016–Mar 2017 | Led synthetic biology firm . |
| Elucida Oncology, Inc. | President & CEO and Director | Aug 2018–Jun 2024 | CEO leadership at biotech . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Precision Biosciences, Inc. (public) | Director | Since Mar 2020 | Clinical-stage biotech . |
| Orbital Therapeutics (private) | Director | Since Mar 2025 | Pre-clinical stage biotech . |
| Bioverativ Inc. (public; acquired by Sanofi) | Director | Within past 5 years | Board service prior to Mar 2018 acquisition . |
| The Medicines Company (public; acquired by Novartis) | Director | Within past 5 years | Board service prior to Jan 2020 acquisition . |
Board Governance
- Roles: Independent Chair of the Board; Chair of the Nominating & Corporate Governance Committee; Class I director (term expires 2027) .
- Independence: Board determined all directors except the CEO are independent (Germano is independent) .
- Attendance: All directors attended ≥75% of board/committee meetings in 2024; average attendance 97% ; all current directors attended the 2024 annual meeting .
- Board structure: Classified board (3 classes), plurality voting, and supermajority standards for key changes/removal for cause only .
- Committees & 2024 meetings: Audit (4), Compensation (5), Nominating & Corporate Governance (3). Germano chairs Nominating & Corporate Governance, which oversees board composition, governance guidelines, evaluations, and leadership structure .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee) | $50,000 | 2024 program . |
| Additional retainer – Non-Executive Chair | $35,000 | 2024 program . |
| Additional retainer – Nominating & Corporate Governance Chair | $10,000 | 2024 program . |
| Fees earned (actual, 2024) | $98,682 | Reported 2024 cash fees for Germano . |
| Total director comp (cash + option grant value, 2024) | $190,492 | Cash $98,682 + option grant value $91,810 . |
- Non-employee directors may elect options in lieu of cash retainers; 2024 elections were made by Golumbeski, Paul, Frates, Federer (Germano not listed) .
Performance Compensation (Director Equity)
| Item | 2024 | 2025 (approved for grant at annual meeting) | Vesting | Exercise Price |
|---|---|---|---|---|
| Annual option grant (shares) | 12,500 | 21,500 | Vests in full upon earlier of 1-year anniversary or day prior to next annual meeting . | Equal to FMV on grant date . |
| Initial option grant for new directors (if applicable) | 22,250 | 32,500 | Vests monthly over 36 months . | Equal to FMV on grant date . |
| Director compensation cap (per year) | $750,000 | $750,000 | Incumbent director cap under 2024 Plan . | — |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict | Notes |
|---|---|---|---|
| Precision Biosciences | None disclosed with Sage | Low | Public biotech; no related-party transactions disclosed in 2024–2025 proxy . |
| Orbital Therapeutics | None disclosed | Low | Private biotech; no related-party transactions disclosed in 2024–2025 proxy . |
| Compensation committee interlocks | None | — | Company disclosed no interlocks among Compensation Committee members (Germano is not on Comp Committee) . |
Expertise & Qualifications
- Strategic pharma leadership; commercialization, portfolio strategy, and global market experience .
- Governance: Chairs Nominating & Corporate Governance; oversees board evaluation and governance guidelines .
- Education: B.S. in Pharmacy .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Composition |
|---|---|---|---|
| Geno Germano | 95,708 | <1% | Shares subject to options exercisable within 60 days; reported beneficial ownership . |
- Stock ownership guidelines for non-employee directors: ≥3x annual retainer; counted shares include owned shares and vested in-the-money options; next compliance review ~June 2025 (last review May 29, 2024) .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging by insiders, including directors .
Governance Assessment
-
Positives:
- Independent Chair separate from CEO enhances oversight and board effectiveness .
- Strong committee independence (100%) and high attendance bolster governance quality .
- Director equity primarily via options; alignment only when shareholder value is created (exercise price at FMV; no RSUs for directors) .
- Clear stock ownership guidelines and anti-hedging/anti-pledging policies support alignment .
- No related-party transactions disclosed involving Germano; related-party policy requires Audit Committee pre-approval .
-
Watch items / potential investor concerns:
- Classified board, plurality voting, and supermajority thresholds may reduce board accountability and raise entrenchment concerns; Germano chairs the committee overseeing governance structure .
- Option-heavy director pay can incentivize long-term value creation but may be volatile in depressed markets; cash-equity mix should be monitored for retention balance .
-
Overboarding risk:
- Company adopted overboarding policy in Dec 2024 (execs ≤3 public boards; other directors ≤5); Germano’s current public board count (Sage + Precision) appears within policy; Orbital is private .
-
Compliance:
- Section 16 filing compliance: company reported timely filings, with one late Form 4 by an officer (not Germano) .
Overall signal: Independent chairmanship, strong attendance, option-based equity, and no related-party ties support investor confidence; board structure (classified/supermajority) is a structural concern mitigated by active shareholder engagement and governance updates under Germano’s committee leadership .
Appendix: Committee Responsibilities (Nominating & Corporate Governance)
- Identifies and recommends director nominees; develops governance guidelines; oversees board/committee evaluations; reviews leadership structure (including chair/CEO separation) .