Michael F. Cola
Sage TherapeuticsAbout Michael F. Cola
Independent director at Sage Therapeutics since September 2014; age 65 as of April 16, 2025; Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee. Background spans CEO roles at Avalo Therapeutics (2020–2022) and Aevi Genomic Medicine (2013–2020), President of Specialty Pharmaceuticals at Shire plc (2005–2012), and senior development and commercialization roles at Astra Merck/AstraZeneca; he holds a B.A. in biology and physics (Ursinus College) and an M.S. in biomedical science (Drexel University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalo Therapeutics (formerly Cerecor) | Chief Executive Officer; Director | Feb 2020 – Feb 2022 | Led biopharma turnaround; board leadership |
| Aevi Genomic Medicine (formerly Medgenics) | Chief Executive Officer | 2013 – Feb 2020 | Focused on genomics-driven drug development |
| Shire plc | President, Specialty Pharmaceuticals | 2005 – 2012 | Led specialty portfolio; commercialization |
| Safeguard Scientifics | President, Life Sciences Group; Growth Capital Provider | 2000 – 2005 | Chairman/CEO of Clarient; Chairman of Laureate Pharma |
| Astra Merck / AstraZeneca | Senior roles in product development; led worldwide clinical development | Prior to 2005 | Phase 2–4 leadership; global clinical development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Phathom Pharmaceuticals | Director | Current | Late-stage biopharma; public company board service |
| Yale Ventures | Advisor | Since Oct 2022 | Innovation advisory |
| Mayo Ventures | Advisor | Since Jun 2022 | Innovation advisory |
Board Governance
- Independence: Board determined all directors, except CEO Barry E. Greene, are independent under Nasdaq rules; Cola is independent .
- Committees: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee; previously served on Audit Committee until Jan 2024 .
- Attendance: Board held nine meetings in 2024; Audit (4), Compensation (5), Nominating (3). No director attended less than 75%; average director attendance was 97% in 2024 .
- Leadership: Independent Chair of the Board (Geno Germano); regular executive sessions of independent directors .
- Governance enhancements: Overboarding policy added Dec 2024; Corporate Governance Guidelines amended/restated Mar 2025 .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging and short sales; pledging prohibited except in extraordinary cases subject to Audit Committee approval .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Board Annual Retainer (all non-employee directors) | $50,000 | 2024 program |
| Additional Retainer: Non-Executive Chair | $35,000 | 2024 program |
| Audit Committee Chair / Member | $20,000 / $10,000 | 2024 program |
| Compensation Committee Chair / Member | $15,000 / $7,500 | 2024 program |
| Nominating & Corporate Governance Chair / Member | $10,000 / $5,000 | 2024 program |
| Science & Technology Chair / Member | $15,000 / $7,500 | 2024 program (committee discontinued Dec 2024) |
| Michael F. Cola – 2024 Director Pay | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 75,410 | |
| Option Awards (grant date fair value, FASB 718) | 91,810 | |
| Total | 167,220 |
- Plan limits: 2024 Equity Incentive Plan caps annual total director compensation at $750,000 for incumbents ($1,500,000 in initial year); directors may elect to receive options in lieu of cash retainers (Black-Scholes approximated at 70% for share calculation) .
- Annual equity policy: 12,500-share option grant in 2024; increased to 21,500 shares for 2025 annual meeting grants (new director initial grant 22,250 in 2024; 32,500 in 2025) .
Performance Compensation
| Equity Vehicle | 2024 Policy | 2025 Policy | Notes |
|---|---|---|---|
| Annual Non-Employee Director Options (shares) | 12,500 | 21,500 | Options vest fully by next annual meeting; strike at grant-date FMV |
| New Director Initial Options (shares) | 22,250 | 32,500 | Vests over 36 months |
- Design emphasizes options; no RSUs for directors to date, aligning realizable value with shareholder returns (value only if stock price exceeds exercise price) .
Other Directorships & Interlocks
| Person | External Public Board | Committee Role (if disclosed) | Interlocks/Conflicts |
|---|---|---|---|
| Michael F. Cola | Phathom Pharmaceuticals | Not disclosed in proxy | Compensation Committee Interlocks: none requiring disclosure; no reciprocal executive overlaps reported |
Expertise & Qualifications
- Extensive executive leadership in pharma/biotech: commercialization, clinical development, and business building across Shire, Astra Merck/AstraZeneca, Avalo, Aevi .
- Board-level compensation oversight; chairing compensation in a pay-for-performance framework and ownership guidelines .
- Industry network: current service on Phathom board; venture advisory roles at Yale Ventures and Mayo Ventures .
Equity Ownership
| Metric | 2019 | 2022 | 2023 (Nov 30) | 2025 (Mar 31) | |---|---|---:|---:|---:|---:| | Shares Beneficially Owned | 62,677 | 92,677 | 112,624 | 87,869 | | % of Shares Outstanding | <1% | <1% | <1% | <1% | | Options Outstanding (as of 12/31/2024) | — | — | — | 114,291 |
- Beneficial ownership includes shares exercisable within 60 days, per SEC rules applied in tables .
- Director stock ownership guidelines: ≥3× annual retainer within five years; last compliance review May 29, 2024, next review ~June 2025 (no individual compliance status disclosed) .
- Hedging/shorting prohibited; pledging disallowed except with Audit Committee-approved exceptions .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; high board/committee meeting cadence with strong overall attendance; robust anti-hedging/pledging and ownership guidelines; director equity in options aligns pay with shareholder value .
- Compensation alignment: Cash retainer levels consistent with peer-informed policy; equity-only option grants; 2024 total pay of $167,220 appears reasonable relative to responsibilities (chair + committee service) .
- Conflicts: No related-party transactions or interlocks requiring disclosure; Related Person Transactions subject to Audit Committee review under formal policy .
- Shareholder signals: Say-on-pay support rose to 95.4% at 2024 annual meeting, indicating improved investor confidence in compensation governance .
- Watch items: Overboarding guardrails adopted Dec 2024; continued monitoring of total board commitments vs policy thresholds; beneficial ownership is <1%, but option-heavy structure plus ownership guidelines mitigate alignment concerns .
Additional Notes
- Section 16 compliance: Company reports timely filing compliance for officers/directors in 2024 (one exception was an executive, not a director), indicating sound insider reporting controls .