James M. Frates
Sage TherapeuticsAbout James M. Frates
Independent director since 2014; age 57 as of April 16, 2025. Currently CFO of Amylyx Pharmaceuticals (since Jan 2021); previously long-tenured CFO and finance executive at Alkermes plc/Inc., with earlier investment banking roles at Robertson Stephens and Morgan Stanley. Harvard College A.B. in government and Harvard Business School M.B.A.; designated “audit committee financial expert.” Independence affirmed by the Board; nominated and re-elected as a Class II director in 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amylyx Pharmaceuticals, Inc. | Chief Financial Officer | Jan 2021–present | External operating role; potential industry overlap to monitor |
| Alkermes plc | SVP & CFO | Sep 2011–Jan 2021 | Extensive public company finance leadership |
| Alkermes, Inc. | SVP & CFO | 2007–2011 | Finance leadership |
| Alkermes, Inc. | VP, CFO & Treasurer | 1998–2007 | Grew through finance ranks |
| Robertson, Stephens & Co. | Investment Banking VP | 1996–1998; prior 1992–1994 | Capital markets experience |
| Morgan Stanley & Co. | Employee (role not specified) | Prior to 1992 | Early finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amylyx Pharmaceuticals, Inc. | Chief Financial Officer | Jan 2021–present | No Item 404 related-party relationships disclosed at Sage; independence affirmed |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Compensation Committee. Designated as SEC “audit committee financial expert.”
- Independence: Board determined all directors other than CEO are independent; Sage maintains 100% independence on Audit, Compensation, and Nominating committees.
- Attendance: Board held 9 meetings in 2024; no director attended less than 75% of aggregate board/committee meetings; average director attendance ~97%.
- Election and shareholder support: Re-elected June 11, 2025 with 35,830,348 For; 11,423,692 Withheld; 3,926,582 broker non-votes.
- Risk oversight via committees: Audit oversees financial reporting, internal controls, compliance/ethics, cybersecurity, and related-party transaction approvals; Compensation oversees pay, clawback, ownership guidelines, and succession; Nominating oversees governance guidelines and board evaluation.
- Governance policies: Overboarding policy adopted Dec 2024; anti-hedging/anti-pledging; clawback policy for executives updated Oct 2, 2023; regular executive sessions of independent directors.
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard non-employee director retainer (2024 program) |
| Audit Committee Chair retainer | $20,000 | Frates is Chair |
| Compensation Committee member retainer | $7,500 | Frates is member (non-chair) |
| Total annual retainer eligible (Frates) | $77,500 | Composition: Board $50,000 + Audit Chair $20,000 + Comp member $7,500 |
| 2024 cash received (table classification) | $77,500 | Labeled “Fees Earned or Paid in Cash,” but footnote indicates Frates elected options in lieu of cash; amount represents forgone cash retainer |
| 2024 director equity grant policy | Option for 12,500 shares | Annual grant at meeting; vests fully by next annual meeting or 1-year anniversary |
| 2025 director equity grant policy | Option for 21,500 shares | Vests fully by next annual meeting or 1-year anniversary |
Performance Compensation
| Equity Element | Grant Size/Value | Vesting/Terms | Notes |
|---|---|---|---|
| 2024 Option Awards (aggregate grant-date fair value) | $91,810 | Options; exercise price = FMV at grant | Accounting value per FASB 718; realizable depends on stock appreciation |
| Elective option in lieu of cash retainers (Frates) | Formula-based share count | Options granted 2nd business day of Payment Year; fully vest last business day of Payment Year | Shares underlying option = cash retainers ÷ (closing price × 70%) (Black-Scholes proxy); Frates elected for 2024 (elected Dec 2023) and for 2025 (elected Dec 2024) |
| New director initial option (2024 policy) | 22,250 shares | 36-month equal monthly vesting | Exercise price FMV |
| New director initial option (2025 policy) | 32,500 shares | 36-month equal monthly vesting | Exercise price FMV |
| Vehicle mix for directors | Stock options only | No RSUs to directors to date | Aligns value delivery with stockholder value creation |
Performance Metric Structure (context for directors and oversight)
| Program | Metrics/Design | Applicability | Notes |
|---|---|---|---|
| Executive PSUs | Clinical/regulatory/commercial milestones and/or TSR | Leadership team (executives) | Directors oversee as Compensation Committee; directors do not receive PSUs |
| Clawback policy | Restatement-triggered recovery of erroneously awarded incentive-based comp | Executives | Administered by Compensation Committee; adopted Oct 2, 2023 |
Other Directorships & Interlocks
| Category | Disclosure | Notes |
|---|---|---|
| Other public company boards (Frates) | Not disclosed | No other directorships identified in proxy |
| Compensation committee interlocks | None | No relationships requiring Item 404 disclosure among committee members (incl. Frates) |
| Related-party transactions | Audit Committee reviews/approves | No Item 404 relationships disclosed for Frates |
Expertise & Qualifications
- Financial expert: Formally designated “audit committee financial expert.”
- Education: Harvard College (A.B., government) and Harvard Business School (M.B.A.).
- Domain experience: Multi-decade biopharma finance leadership; capital markets background.
- Board qualifications cited: Leadership experience, financial expertise, business judgment, industry knowledge.
Equity Ownership
| Holder/Instrument | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Frates) | 87,639 | <1% | As of Mar 31, 2025 (base 62,540,718 shares outstanding) |
| Trust holdings | 1,035 (Frates GRAT 3/17/2017); 905 (John A. Frates 2013 Irrevocable Trust); 905 (Peter E. Frates 2013 Irrevocable Trust) | — | Disclaims beneficial ownership except to pecuniary interest |
| Options exercisable within 60 days | 84,794 | — | Included in beneficial ownership calculation |
| Shares pledged/hedged | Prohibited by policy | — | Anti-pledging/anti-hedging policy for insiders |
| Ownership guidelines | ≥3× annual director retainer target within 5 years | — | In-the-money vested options count; next review ~June 2025 |
Fixed Compensation (Detail Schedule – 2024 Program)
| Retainer Category | Cash Amount |
|---|---|
| Non-employee Director annual retainer | $50,000 |
| Non-Executive Chair add’l retainer | $35,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee member (non-chair) | $10,000 |
| Compensation Committee Chair | $15,000 |
| Compensation Committee member (non-chair) | $7,500 |
| Nominating & Corporate Governance Chair | $10,000 |
| Nominating & Corporate Governance member | $5,000 |
| Science & Technology Committee Chair (committee dissolved Dec 2024) | $15,000 |
| Science & Technology Committee member | $7,500 |
Insider Trades & Filings
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Timely for directors; no exceptions disclosed for Frates | Company noted one late Form 4 for an officer (Benecchi), none for directors |
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay: Approved (For 35,986,261; Against 10,918,957; Abstain 348,822; Broker non-votes 3,926,582).
- Stockholder engagement: Outreach to holders representing ~80% of outstanding shares (based on public filings as of Dec 31, 2024); independent directors conduct annual CEO evaluation; periodic board/committee self-evaluations.
Governance Assessment
- Strengths:
- Deep finance expertise and designated audit committee financial expert leading a robust Audit Committee remit (financial reporting, internal controls, compliance/cybersecurity, related-party reviews).
- Strong independence and attendance; committees fully independent; independent chair separates oversight from management.
- Director pay structure emphasizes at-risk options; Frates elected options in lieu of cash for 2024 and 2025—positive alignment signal.
- Ownership guidelines and anti-hedging/anti-pledging policies support alignment and risk controls.
- Watch items:
- External operating role as CFO of Amylyx creates time/industry overlap to monitor for overboarding and conflicts; Sage instituted overboarding limits in Dec 2024 and reports no Item 404 relationships for Frates.
- Options-heavy director compensation can be volatile and may deliver low realizable value in down markets; board acknowledges grant-date accounting value may not reflect realizable outcomes.
Overall, Frates’ finance expertise, committee leadership, and option-in-lieu-of-cash elections support investor alignment, with current disclosures showing no related-party conflicts and strong attendance; continue monitoring workload under overboarding policy given his external CFO role.