Michael Quirk, Ph.D.
Sage TherapeuticsAbout Michael Quirk, Ph.D.
Michael Quirk, Ph.D., age 51, is Chief Scientific Officer (since September 2023) and Interim Head of R&D (since April 2025) at Sage Therapeutics. He holds an S.B. in Cognitive Science and a Ph.D. in Systems Neuroscience from MIT and completed post-doctoral training at Cold Spring Harbor Laboratory; prior roles include Principal Scientist and Director in Neuroscience at AstraZeneca. Sage’s executive compensation emphasizes strategic R&D, regulatory, commercial, and TSR-based milestones rather than GAAP financials; executive pay-for-performance incorporates PSU vesting based on clinical/regulatory/commercial achievements and relative TSR versus the Nasdaq Biotechnology Index (NBI) over three-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sage Therapeutics | Interim Head of R&D | Apr 2025–present | Oversees clinical development programs on an interim basis, integrating strategy across R&D |
| Sage Therapeutics | Chief Scientific Officer | Sep 2023–present | Leads scientific strategy and portfolio; part of leadership team subject to PSU/TSR frameworks |
| Sage Therapeutics | SVP, Discovery Research | Oct 2021–Sep 2023 | Drove early pipeline discovery and optimization |
| Sage Therapeutics | VP, Pharmacology & Translational Neuroscience | Mar 2018–Oct 2021 | Advanced translational neuroscience capabilities to support clinical-stage programs |
| Sage Therapeutics | Director, Translational Neuroscience | Jun 2014–Mar 2018 | Built translational frameworks bridging discovery to clinic |
| AstraZeneca | Director, Neuroscience Innovative Medicines; previously Principal Scientist | May 2012–May 2014 | Led neuroscience initiatives within Innovative Medicines group |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cold Spring Harbor Laboratory | Post-doctoral training | N/A | Advanced systems neuroscience expertise |
| Massachusetts Institute of Technology | S.B. (Cognitive Science); Ph.D. (Systems Neuroscience) | N/A | Technical credentials underpinning R&D leadership |
Fixed Compensation
- Michael Quirk is an executive officer (CSO/Interim Head of R&D) but was not a Named Executive Officer (NEO) in the 2024 proxy; his base salary, target bonus %, and actual bonus are not individually disclosed. Sage’s Annual Bonus Incentive Plan funding for 2024 was based on corporate goal achievement assessed at 80% for all employees, including NEOs; executive bonus target levels for non-CEO roles (e.g., many NEOs) are commonly 40%, but Quirk’s specific target is not disclosed .
Performance Compensation
Sage’s leadership team (including executive officers) receives equity with PSU components tied to strategic milestones and relative TSR.
| Metric | Weighting | Target Definition | Actual/Payout Mechanics | Vesting Schedule |
|---|---|---|---|---|
| Cumulative patients treated in approved indications | 40% | Achieve specified cumulative patient numbers | PSUs vest upon milestone achievement | Vests at milestone achievement; deadline Feb 13, 2034 |
| New product launch or new indication launch | 40% | Achieve launch milestones | PSUs vest upon milestone achievement | Vests at milestone achievement; deadline Feb 13, 2034 |
| Relative TSR vs NBI (Jan 1, 2024–Dec 31, 2026) | 20% | Percentile rank vs NBI (closed index; 30-day avg price windows) | 200% at ≥90th; 150% at 75th; 100% at 60th; 50% at 40th; 0% below 40th | Pays at end of three-year performance period based on percentile |
| Options (time-based) | N/A | Not performance-based | N/A | 25% vest at first anniversary; remaining monthly over next 36 months |
| RSUs (time-based) | N/A | Not performance-based | N/A | 25% vest annually over 4 years |
Additional design notes:
- In 2024, RSUs were added to leadership award mix to enhance retention; executives could elect stock options in lieu of RSUs at a 1:2 ratio (“Equity Choice”) .
- Annual bonus corporate goal assessment in 2024 balanced ZURZUVAE launch outperformance with mixed Phase 2 readouts; total corporate achievement was set at 80% .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Common shares owned directly | 20,808 | As of March 31, 2025 |
| Options exercisable within 60 days | 39,972 | As of March 31, 2025 |
| Beneficial ownership (shares + options exercisable within 60 days) | 60,780 | Computed from disclosed counts |
| Beneficial ownership as % of shares outstanding | ~0.097% | 60,780 / 62,540,718 shares outstanding as of Mar 31, 2025 |
| ESPP purchases (lifetime through Mar 31, 2025) | 4,521 shares; $226,261 dollar value | Participation indicates ongoing alignment; dollar value uses closing prices on exercise dates per plan |
Alignment Policies and Practices:
- Executive officer stock ownership guidelines require ownership ≥2x base salary for officers other than CEO; due to stock volatility, compliance was temporarily waived for 12 months from May 29, 2024, for all executive officers .
- Anti-hedging and anti-pledging: executives are prohibited from hedging Sage securities and from pledging or purchasing on margin .
- Clawback policy compliant with Nasdaq rules; recovery of erroneously awarded incentive-based compensation upon certain restatements .
Insider selling pressure and trading plans:
- Rule 10b5-1 plans are permitted with mandatory cooling-off periods (≥90 days for directors/leadership team, subject to quarterly report timing); plans can result in sales during closed windows .
- Attempted retrieval of Form 4 insider transactions for Michael Quirk via insider-trades skill returned an authorization error; analysis relies on proxy-recorded ownership as of March 31, 2025 [ReadFile insider-trades SKILL.md; tool error noted].
Employment Terms
- Executive arrangements feature double-trigger vesting of outstanding equity awards following covered transactions (change-in-control plus qualifying termination) .
- Severance and change-in-control cash benefits are explicitly detailed for NEOs: 12 months base salary continuation and 12 months COBRA for no-cause/good-reason terminations; in CIC, lump-sum of 12 months (CEO) or 9 months (others) base salary plus pro-rated target bonus and 12 months COBRA; time-based equity accelerates upon CIC terminations. Quirk’s specific agreement is not individually disclosed, but these are the company’s executive policy benchmarks .
- Standard separation agreements include non-solicitation, non-competition, non-disclosure, and non-disparagement obligations .
Performance & Track Record
- 2024 Corporate goals: Launch success for ZURZUVAE significantly exceeded target revenue and PPD patient metrics; R&D outcomes were mixed with Phase 2 trials (dalzanemdor, SAGE-324) not meeting primary/secondary endpoints; overall corporate achievement set at 80% .
- Pay-versus-performance framework highlights TSR versus NBI as the primary market metric; Sage does not currently use GAAP financial measures to link executive pay to performance .
- Quirk assumed interim oversight of clinical development after the CMO’s resignation in March 2025, signaling continuity in R&D leadership .
Compensation Committee Analysis
- Compensation Committee engages an independent external consultant, maintains pay-for-performance design, and prohibits tax gross-ups for change-in-control payments; five meetings held in 2024 .
- Say-on-pay approval increased to 95.4% in 2024 (for 2023 program) from 78.2% in 2023; stockholder feedback supported TSR PSU usage, which continued in 2025 .
Investment Implications
- Alignment: Quirk’s direct ownership, exercisable options, and ESPP participation indicate skin-in-the-game; anti-hedging/anti-pledging and ownership guidelines further align interests, though compliance was temporarily waived due to volatility .
- Incentive mix: Heavy emphasis on milestone- and TSR-linked PSUs creates binary R&D execution risk and market-relative exposure; RSUs added in 2024 modestly improve retention value .
- Retention and change-in-control: Executive policies (double-trigger vesting, defined severance constructs) reduce retention risk around strategic events, while 10b5-1 plan rules can create predictable selling flows when time-based vesting occurs .
- Execution risk: 2024 portfolio outcomes underscore clinical risk; Quirk’s interim consolidation of R&D leadership after the CMO exit supports continuity but heightens performance accountability on pipeline milestones that drive PSU vesting and long-term value creation .