Sarah Gheuens
About Sarah Gheuens
Independent director since September 2023; age 46 as of April 25, 2025. Chief Medical Officer and Head of R&D at Agios Pharmaceuticals (Nasdaq: AGIO) with prior leadership roles at Biogen and clinical practice at Beth Israel Deaconess Medical Center. Education: M.D. (Free University of Brussels/VUB), Ph.D. in Medical Sciences (University of Antwerp), Master’s in Medical Sciences (Harvard Medical School). Core credentials: drug R&D leadership, safety/medical affairs, neurology, and clinical development expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agios Pharmaceuticals | Head of Clinical Development | Dec 2019 – Sep 2021 | Led clinical development before promotion to CMO |
| Biogen | Executive Medical Director; Head of Medical Safety, Late Stage Clinical Development | Oct 2012 – Dec 2019 | Safety leadership across late-stage portfolio |
| Beth Israel Deaconess Medical Center | Physician (Neurology; HIV/neurology fellowship) | Nov 2008 – Sep 2012 | Clinical practice and fellowship training |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Agios Pharmaceuticals | Chief Medical Officer | Sep 2021 | Oversees R&D since Jul 2022; executive (not director) |
| Agios Pharmaceuticals | Head of R&D | Jul 2022 | Dual role with CMO |
Board Governance
- Independence: Board determined all non-employee directors, including Gheuens, are independent under Nasdaq rules; Audit and Compensation Committee members meet enhanced independence standards .
- Committee assignments: Member, Science & Technology Committee (Science Committee). Science Committee (2025): Kiselak (Chair), Cain, Gheuens; met 5 times in 2024 . In 2024: Kiselak (Chair), Harwin, Gheuens; met 8 times .
- Attendance: Board met 10 times in 2024; each member attended ≥75% of Board/committee meetings. In 2023, each then-current member (except former CEO Violin) attended ≥75% .
- Board leadership: Independent Chairman (Kiselak) with executive sessions at every regular Board meeting; separation of Chair/CEO enhances oversight .
- Years of service on this board: Since September 2023; Class I nominee for term through 2028 if re-elected .
- Overboarding: Company guideline caps for executives at ≤3 public boards; directors compliant with limits .
Fixed Compensation
| Component | Amount | Policy/Year | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $40,000 | 2023–2024 policy | Non-employee directors; Chair receives additional $30,000 |
| Audit Committee member fee | $10,000 | Increased Feb 5, 2024 | From $10,000 (unchanged); Chair $20,000 |
| Compensation Committee member fee | $7,500 | Increased Feb 5, 2024 | From $6,000; Chair $12,000 |
| Nominating Committee member fee | $5,000 | 2023–2024 | Chair $10,000 |
| Science Committee member fee | $7,500 | Increased Feb 5, 2024 | From $6,000; Chair $12,000 |
| Director compensation election | Cash or equity in lieu | 2024 policy | Directors may elect cash, quarterly restricted stock, or options for annual fees |
| 2023 Fees earned (Gheuens) | $15,333 | Actual | Partial-year service since Sep 2023 |
Performance Compensation
| Equity Award | Grant Date | Shares/Type | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Initial director option (Gheuens) | Sep 2023 (on appointment) | 40,000 options | FMV at grant | 36 equal monthly installments | $467,192 (2023 option award value) |
| Annual re-election option | Each annual meeting (2024 policy) | 21,000 options | FMV at grant | Vests by next annual meeting | Increased from 20,000 in 2023 |
| Initial director option (policy update) | Feb 5, 2024 (policy) | 42,000 options | FMV at grant | 36 equal monthly installments | Applies to directors appointed in 2024+ |
- No director PSUs/RSUs/performance metrics disclosed; director equity grants are time-based options with standard vesting schedules .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed for Gheuens in VRDN proxies (2024–2025) |
Expertise & Qualifications
- Drug R&D leadership (Agios CMO/Head of R&D), clinical development, medical safety; extensive biopharma experience .
- Medical training in neurology and HIV/neurology; clinical practice at BIDMC .
- Education: M.D. (VUB), Ph.D. (University of Antwerp), Master’s in Medical Sciences (Harvard Medical School) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Sarah Gheuens | 8,888 | <1% | Consists entirely of options exercisable as of Mar 31, 2024 or within 60 days; options held as a new director |
- Anti-hedging policy prohibits directors from short-term trading, short sales, publicly traded options, and hedging transactions in Company securities .
Governance Assessment
- Positives: Independent director; relevant domain expertise aligning with Science Committee remit; compliant attendance; independent Board leadership with executive sessions; overboarding limits observed; anti-hedging in place .
- Alignment: Holds director options; ability to elect equity for fees ties compensation to share performance, though largely time-based rather than performance-conditioned .
- Potential concerns/red flags:
- Low Say-on-Pay support: ~58% approval for 2024 NEO compensation; Board acknowledged a second consecutive year <70% and undertook shareholder engagement and added disclosure—signals investor scrutiny of pay practices .
- Equity plan utilization/dilution: 2024 equity plan share increase approval (+2,000,000 shares); 2025 proxy proposes a further increase (+8,000,000); continued reliance on options for directors and executives elevates dilution considerations for investors .
- Related-party exposure: Company disclosed related-party transactions involving Fairmount-affiliated entities (e.g., Zenas BioPharma, Paragon), but no related-party transactions were identified involving Gheuens personally .
- Overall: Gheuens enhances board effectiveness on scientific oversight without evident conflicts; investor focus on compensation/dilution is primarily a Board-level issue rather than director-specific.
Note: No Form 4 insider trading transactions for Gheuens were disclosed in the proxy; the Company reported Section 16 compliance for 2023 (late filing only for a former executive), and anti-hedging policies apply to directors .