Gregory Shiferman - Senior Vice President, General Counsel and Secretary | Sage Therapeutics (SAGE) Executive Profile & Compensation

About Gregory Shiferman

Gregory Shiferman (age 40) is Senior Vice President, General Counsel and Secretary of Sage Therapeutics, appointed effective November 1, 2024 after serving as Zuranolone Program Lead and earlier legal roles at Sage; he holds a B.A. from Boston University and a J.D. from the Benjamin N. Cardozo School of Law . In 2024 the Board assessed corporate goal achievement at 80%, and Mr. Shiferman’s 2024 individual performance was assessed at 100%, reflecting contributions across the zuranolone (ZURZUVAE) launch, regulatory strategies, lifecycle innovation, and leading legal/compliance post‑reorganization . Sage’s equity incentives emphasize PSUs tied to clinical, regulatory, commercial, and relative TSR vs. the Nasdaq Biotechnology Index; one PSU commercial milestone vested in August 2024 based on cumulative patients treated . Sage prohibits pledging/hedging by insiders and maintains executive stock ownership guidelines (2x salary for non‑CEO), temporarily waived for 12 months due to stock volatility in May 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
Sage Therapeutics	SVP, General Counsel & Secretary	Nov 2024–present	Led legal/compliance, supported talent retention after Oct 2024 reorg
Sage Therapeutics	VP, Zuranolone Program Lead	Feb 2022–Oct 2024	Oversaw ZURZUVAE launch execution, commercialization plans, salesforce expansion; advanced regulatory strategies and lifecycle innovation
Sage Therapeutics	VP, Corporate Counsel	Jul 2019–Feb 2022	Corporate legal leadership
Sage Therapeutics	Senior Corporate Counsel	Mar 2018–Jul 2019	Corporate legal counsel

External Roles

Organization	Role	Years	Strategic Impact
Takeda Oncology	Senior Counsel	Jun 2017–Mar 2018	Oncology legal counsel
ARIAD Pharmaceuticals	Corporate Counsel	Jul 2015–Jun 2017	Corporate legal support
Skadden, Arps, Slate, Meagher & Flom LLP	Associate	Oct 2011–Jul 2015	Complex corporate/legal matters
Rhode Island Superior Court	Law Clerk to Hon. Michael A. Silverstein	Aug 2010–Sep 2011	Judicial clerkship

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	374,794	407,200	435,467
Discretionary/Sign‑On Bonus ($)	—	—	20,000
Stock Awards Grant‑Date FV ($)	64,560	538,815	99,310
Option Awards Grant‑Date FV ($)	84,396	248,603	453,013
Non‑Equity Incentive Plan Comp (Actual Bonus) ($)	155,841	115,900	152,000
All Other Comp ($)	6,785	8,450	9,878
Total ($)	686,376	1,318,968	1,169,668

Key 2024 cash incentive inputs:

Base salary: $475,000; Target bonus: 40% ($190,000); Market target competitive adjustment: $25,000; Company performance factor: 80%; Individual performance factor: 100%; Calculated payout: $172,000 .
Note: The Summary Compensation Table reports $152,000 as actual non‑equity incentive paid for 2024 .

Performance Compensation

2024 Annual Cash Incentive

Metric	Weighting/Target	Actual	Payout ($)	Basis
Annual cash incentive	Target 40% of base ($190,000) + $25,000 market adjustment	Corp 80%; Individual 100%	172,000	Corporate and individual goals; CEO bonus solely corporate; NEOs mixed

Equity Awards and Design

Element	2024 Grants (Count)	Grant‑Date FV ($)	Vesting	Performance Metrics
Stock Options	6,000	95,345	Typically 25% at 1st anniversary; remainder monthly to 4 years	Time‑based; options at FMV; no payout unless price exceeds grant
RSUs	3,000	69,060	Time‑based per RSU schedule; executives added RSUs for retention from 2024
Promotion Equity (Nov 1, 2024)	Option 10,000; RSU 5,000	Included in SCT totals	Option: 25% at Nov 1, 2025; remainder monthly ×36; RSU: 25% annually ×4 (Nov 1 each year)	Time‑based (promotion)
PSUs (portfolio design)	N/A for 2024 grant to Shiferman	—	PSU vesting on clinical, regulatory, commercial, and TSR milestones; one commercial PSU milestone vested Aug 2024

Equity Ownership & Alignment

Item	Detail
Form 3 (Nov 1, 2024) – Common	14,967 shares: 153 owned outright + 14,814 underlying RSUs vesting periodically
Form 3 – Options	6,000 @ $23.02 exp. 02/12/2034 (25% vests 02/13/2025 then monthly); 20,608 @ $22.20 exp. 02/21/2031 (monthly over 18 months from 03/21/2024)
Beneficial ownership (Jun 27, 2025)	7,215 shares beneficially owned (excludes RSUs/options); tender value $61,328 cash plus contingent CVR value $25,252 in total ($86,580 incl. CVRs if milestones met)
Stock ownership guidelines	CEO 4x salary; other execs 2x salary; counts RSUs and vested in‑the‑money options; compliance waived for 12 months based on May 29, 2024 ownership and stock volatility
Anti‑hedging/pledging	Insiders prohibited from pledging or purchasing on margin; anti‑hedging policy in place
10b5‑1 / sell‑to‑cover	Upon appointment (Nov 1, 2024), durable sell instruction for RSU/PSU tax settled terminated; awards amended to share‑withholding for taxes per standard exec practice

Employment Terms

Appointment & Promotion Letter (effective Nov 1, 2024)

Base salary: $475,000; Target bonus: 40% of base; Promotion equity grant: Option 10,000 shares at FMV and RSU 5,000 units; Option vesting 25% at Nov 1, 2025 then monthly ×36; RSU vesting 25% annually over 4 years; tax via net share withholding .

Severance & Change‑in‑Control Agreement (effective Nov 1, 2024)

Agreement effective upon joining Leadership Team; defines Change in Control and Terminating Events; double‑trigger framework for certain benefits .
Section 280G “better‑off” reduction: payments reduced to avoid excise tax if yields higher after‑tax amount; reduction order: cash (non‑409A), cash (409A), equity acceleration, non‑cash benefits .

Termination Economics (as of Dec 31, 2024)

Scenario	Base Salary	Target Bonus	Health Continuation	Total
Voluntary resignation for Good Reason	$475,000 (12 months)	—	$54,210 (12 months COBRA)	$529,210
Termination by Company not for Cause	$475,000 (12 months)	—	$54,210 (12 months COBRA)	$529,210
Termination not for Cause or Good Reason in connection with/following Change in Control	$356,250 (9 months, lump sum)	$190,000 (2024 target)	$54,210 (12 months COBRA)	$600,460

Merger‑related enhancements (Supernus transaction planning):

Expected amendments: other executive officers to receive 12 months base salary plus target bonus upon Change in Control Termination; 12× monthly employer health contribution; time‑based equity accelerates at termination; no excise tax gross‑ups (Section 280G better‑off remains) .

Clawback Policy

Compensation recovery policy compliant with Nasdaq rules; prior clawback (Jan 2022) allowed recovery up to 100% of incentive pay for misconduct linked to accounting restatements or materially inaccurate scientific data over prior three years .

Investment Implications

Pay‑for‑performance alignment: 2024 annual incentive tied to corporate (80%) and individual (100%) achievement; 2024 equity mix for leadership includes RSUs for retention and PSUs with TSR and operational milestones, reinforcing long‑term value creation alignment .
Vesting and potential selling pressure: Shift from sell‑to‑cover to share‑withholding for RSU/PSU taxes reduces transactional selling over vest dates; option grants are at‑the‑money and time‑based, minimizing windfalls without performance .
Ownership signal: Low direct beneficial ownership (7,215 shares excluding RSUs/options as of Jun 27, 2025) implies modest skin‑in‑the‑game; however, guidelines count RSUs and in‑the‑money options toward 2× salary target, with a temporary compliance waiver due to volatility .
Retention and change‑in‑control economics: Baseline severance provides 12 months salary (or 9 months plus target bonus upon change‑in‑control termination); expected merger‑related enhancements to 12 months plus target bonus and equity acceleration increase retention during transaction but raise near‑term payout sensitivity if terminated post‑deal; no tax gross‑ups mitigates shareholder‑unfriendly optics .
Execution track record: Documented leadership in commercial launch and regulatory strategy for ZURZUVAE in 2024 supports 100% individual performance assessment; PSU milestone vesting on commercial adoption evidences operational progress .