George Golumbeski, Ph.D.
Sage TherapeuticsAbout George S. Golumbeski, Ph.D.
Independent Class II director at Sage Therapeutics since 2019; age 67 as of the 2025 record date. Background spans EVP Business Development at Celgene (2009–Apr 2018), VP BD/Licensing/Strategy at Novartis, President of GRAIL (Aug 2018–Sep 2019), and Partner at DROIA Ventures since Oct 2020. Education: B.A. in Biology (University of Virginia) and Ph.D. in Genetics (University of Wisconsin–Madison) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celgene Corporation | Executive Vice President, Business Development | 2009–Apr 2018 | Led BD strategy across portfolio |
| Novartis | VP, Business Development, Licensing & Strategy | Prior to 2009 (not dated) | BD/licensing leadership |
| GRAIL, Inc. | President | Aug 2018–Sep 2019 | Led early cancer detection business |
| Elan Pharmaceuticals; Schwarz Pharma | Leadership roles (neurology/neuropsychiatry focus) | Earlier career (not dated) | Therapeutic area leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shattuck Labs, Inc. (public) | Director | Since Jan 2018 | Clinical-stage biotech (oncology/autoimmune) |
| MorphoSys AG (public) | Director | May 2018–May 2024 | Acquired by Novartis in May 2024 |
| Enanta Pharmaceuticals, Inc. (public) | Director | Feb 2014–Mar 2021 | Clinical-stage biotech (viral infections) |
| DROIA Ventures (private VC) | Partner | Since Oct 2020 | Focus: oncology/genetic disease |
| Various private companies | Director | Not disclosed | Multiple private boards |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Committee chaired by Geno Germano and held three meetings in 2024 .
- Independence: Board determined all directors except the CEO are independent; Audit, Compensation, and Nominating committees are 100% independent .
- Attendance: Board held nine meetings in 2024; all directors attended at least 75% of board and committee meetings, average director attendance 97%; all then-current directors attended the 2024 annual meeting (except one director whose term ended) .
- Tenure and election: Nominated as a Class II director for a term through 2028 .
- Governance policies: Overboarding policy adopted Dec 2024 (executive directors ≤3 public boards incl. Sage; other directors ≤5 incl. Sage); regular executive sessions of independent directors; anti-hedging/anti-pledging policies; clawback policy compliant with Nasdaq Rule 10D-1 .
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 50,000 | Standard non-employee director retainer |
| Nominating & Corporate Governance Committee — member fee | 5,000 | Non-chair member fee |
| Fees Earned or Paid in Cash (reported) | 55,000 | Dr. Golumbeski elected stock options in lieu of cash retainer; table shows forgone cash retainer amount |
Director compensation uses cash retainers and equity; Sage permits directors to elect options in lieu of cash retainers (elected by Dr. Golumbeski in Dec 2023 for 2024 service and in Dec 2024 for 2025 service) .
Performance Compensation (Director Equity)
| Grant | Shares/Value | Vesting | Exercise Price | Notes |
|---|---|---|---|---|
| Annual director option (2024) | 12,500 options; grant-date fair value $91,810 | Vests in full on earlier of 1st anniversary or day prior to next annual meeting | FMV at grant date | Granted at 2024 annual meeting |
| Option in lieu of cash retainer (2024) | Grant-date fair value $50,048 | Full vesting on last business day of Payment Year | FMV at grant date | Shares determined by formula: cash retainers / (stock price × 70%) |
| Annual director option (2025 approved policy) | 21,500 options (policy) | Same vesting cycle as annual grant | FMV at grant date | Policy approved Mar 2025 |
Other Directorships & Interlocks
| Company | Relationship to SAGE | Potential Interlock/Conflict |
|---|---|---|
| Biogen MA Inc. (10% holder) | Collaboration & license agreement; 50% net rev share on ZURZUVAE | Audit Committee oversees related party transactions; no director-specific conflict noted for Dr. Golumbeski |
| Shattuck Labs / MorphoSys / Enanta | External boards | No Sage-disclosed related-party transactions with these entities |
Expertise & Qualifications
- Deep R&D and BD leadership across major pharma and emerging biotech (Celgene EVP BD, Novartis BD/Strategy; neurology focus at Elan/Schwarz) .
- Oncology/early detection operating experience (President, GRAIL) and venture investing (Partner, DROIA) .
- Academic credentials: B.A. Biology (UVA); Ph.D. Genetics (UW–Madison) .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Direct Shares | Options Exercisable ≤60 days |
|---|---|---|---|---|
| George S. Golumbeski, Ph.D. | 86,996 | <1% (*) | 8,000 | 78,996 |
- Director equity outstanding: 91,496 options as of Dec 31, 2024 (includes prior grants) .
- Ownership guidelines: Non-employee directors must hold ≥3× annual retainer within five years; last compliance review May 29, 2024; next scheduled ~June 2025 (individual compliance not disclosed) .
- Hedging/pledging: Prohibited by Insider Trading Policy; anti-derivatives use .
- Section 16 compliance: Company reports timely filings in 2024; one late Form 4 noted for an officer, none attributed to Dr. Golumbeski .
Governance Assessment
- Board effectiveness: Independent director with domain expertise; active on Nominating & Corporate Governance committee supporting board evaluation, criteria, and leadership structure reviews . Attendance thresholds met at board level (97% average; all ≥75%) signaling engagement .
- Alignment and incentives: Election to take options in lieu of cash retainer and an options-heavy director program align pay with stockholder value creation; annual options vest at or before next annual meeting, reinforcing near-term accountability .
- Conflicts/related parties: No related-party transactions disclosed involving Dr. Golumbeski; Audit Committee oversees such matters; Biogen collaboration is monitored under policy .
- Overboarding/commitments: Current disclosed public boards (Sage, Shattuck) appear within Sage’s Dec 2024 overboarding policy (≤5 public boards for non-executive directors); policy and assessment process in place .
- RED FLAGS: None explicitly disclosed. Watch items include multiple external commitments (managed under overboarding policy) and heavy equity-based director pay, which is common in biotech and structured via options that require stock price appreciation to realize value .
Overall signal: Independent, highly experienced BD/R&D profile, consistent engagement, and equity-heavy director compensation structure suggest alignment with investor interests; no specific conflicts or attendance issues disclosed .