Jessica J. Federer
Sage TherapeuticsAbout Jessica J. Federer
Jessica J. Federer (age 42) is an independent Class III director of Sage Therapeutics, Inc. (SAGE) since March 2023, with her current term ending at the 2026 annual meeting. She serves on the Audit Committee and brings digital health, regulatory, and market access expertise from prior leadership at Bayer AG and venture/advisory roles; she holds a B.S. from George Washington University and an M.P.H. from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer AG | Chief Digital Officer; leadership in regulatory affairs, market access, communications, public affairs | Oct 2014–Jan 2017; other roles starting 2008 | Led digital transformation; broad health-policy/regulatory exposure |
| Boston Millennia Partners | Partner (health technology investment fund) | May 2017–Sep 2022 | Venture investing in health tech |
| McKinsey & Company | Senior External Advisor | Since Jan 2024 | Digital/health advisory |
| U.S. Dept. of Health & Human Services (AHRQ) | Analyst (public health career start) | Early career | Evidence/quality focus in health services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspivix SA (private) | Board member | Since Dec 2023 | Medical device, Switzerland |
| Pluto Health (private) | Board member | Since Sep 2022 | Health tech |
| Angelini Ventures | Board member | Since Apr 2022 | Venture arm (Rome, Italy) |
| Blavatnik Fund at Yale Ventures | Investment Advisory Board member | Since Aug 2023 | Translational funding advisory |
| Yale Institutional Review Board (Oncology) | Member | Since Dec 2021 | Ethics oversight |
| United Nations ITU | Advisory Board member | Jul 2016–Jul 2018 | Digital/global health policy |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; Audit Committee members (including Federer) are independent for Audit Committee purposes .
- Committee assignments: Audit Committee member; the committee met 4 times in 2024 and oversees financial reporting, internal controls, compliance and ethics, cyber risk, and related party transaction review; James M. Frates is Audit Chair .
- Attendance and engagement: Board held 9 meetings in 2024; all directors attended ≥75% of Board/committee meetings and average director attendance was 97% .
- Governance practices: Independent Chair; regular executive sessions; clawback policy compliant with Nasdaq; anti-hedging/anti-pledging insider policy; stockholder outreach conducted with holders representing ~80% of shares solicited and ~40% engaged (mid-2024–early 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Board/Committee cash fees (earned/forgone) | $59,863 | She elected options in lieu of cash retainers for 2024; figure reflects the cash retainer amount forgone . |
| Standard annual retainers (program schedule) | Board: $50,000; Audit member: $10,000; Chairs higher (Audit $20,000; Comp $15,000; NCG $10,000) | Program adopted June 2024; no meeting fees . |
Performance Compensation
| Equity Feature | 2024 Terms | 2025 Update | Vesting/Mechanics |
|---|---|---|---|
| Annual non-employee director option grant | 12,500 shares (granted at 2024 annual meeting) | 21,500 shares (approved Mar 2025) | Vests in full by the earlier of first anniversary or day prior to next annual meeting; exercise price = FMV at grant . |
| Options in lieu of cash retainers (election) | Elected; grant date fair value $45,494 | Directors may elect annually; shares determined using price×70% Black-Scholes factor; full vesting within payment year | Aligns pay with stockholder value creation; only in-the-money options have realizable value . |
| Reported 2024 option awards (Black-Scholes) | $91,810 total option award value | Program emphasizes percent-of-company approach and dilution stewardship | Options realize value only above strike; no director RSUs in program . |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Ms. Federer .
- Interlocks: Compensation Committee interlocks section discloses none among committee members and executives; Ms. Federer is not on Compensation Committee .
- Related-party transactions: Audit Committee reviews all related person transactions; no transactions disclosed involving Ms. Federer. Biogen is a >5% holder and commercial partner; SAGE recognized collaboration revenues and reimbursements per agreement .
Expertise & Qualifications
- Digital health and technology leadership (Bayer CDO), venture investing and advisory; public health/regulatory experience; board-level governance across health tech and medical devices; education BS (GWU) and MPH (Yale) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 27,545 shares (options exercisable within 60 days) | Marked “<1%”; no directly owned common disclosed for Ms. Federer . |
| Outstanding director option awards (as of 12/31/2024) | 45,571 shares | Aggregate options outstanding for Ms. Federer . |
| Hedging/pledging | Prohibited for insiders under policy | Anti-hedging and anti-pledging enforced . |
| Stock ownership guidelines | ≥3× annual director retainer; compliance review scheduled around June 2025 | Guidelines tracked by Compensation Committee . |
Governance Assessment
- Strengths: Independent director with audit committee role; strong attendance; robust governance policies (clawback, anti-hedging/pledging); director pay primarily via options aligns value with stock price; Board actively engages stockholders and maintains independent chair structure .
- Alignment: Beneficial ownership currently via options; non-employee director ownership guidelines in place to increase “skin in the game” over time; she elected equity in lieu of cash, indicating alignment preference .
- Potential conflicts/overboarding: Multiple private/venture boards and advisory roles, but corporate guidelines cap public board service (≤5 for non-execs); no related-party transactions involving Ms. Federer disclosed; Audit Committee oversees conflict screening .
- Structural considerations: Classified board and supermajority provisions may be viewed as entrenchment by some investors, though SAGE cites peer prevalence and strategic stability; applies to Board, not specific to Ms. Federer .
Insider Filings and Trades
| Item | Disclosure | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Company states timely compliance; one late Form 4 by COO Benecchi in Nov 2024; no late filings noted for Ms. Federer | Proxy does not list individual director trade details; Audit Committee oversees insider compliance . |
Additional context on compensation climate
- Say‑on‑pay support rose to 95.4% at the 2024 meeting, reflecting investor confidence in pay practices; ongoing outreach with large holders continued into early 2025 .
Committee responsibilities relevant to board effectiveness
- Audit Committee (member): Oversees financial controls, reporting integrity, compliance and ethics program effectiveness, cybersecurity risk, and related-person transaction approvals; held four meetings in 2024 .
Director compensation program limits
- 2024 Plan caps total annual director compensation (cash+grant-date equity value) at $750,000 for incumbents; $1,500,000 for initial-year directors; exceptions only in extraordinary circumstances with conflicted directors recused .