Bruce Sachs
VERTEX PHARMACEUTICALS INC / MAAbout Bruce Sachs
Bruce I. Sachs (age 65) is Vertex’s Lead Independent Director and an independent director since 1998. He is Partner Emeritus at Charles River Ventures (CRV), after serving more than 20 years as General Partner, including 10+ years as Managing Partner. His operating background includes CEO roles at Stratus Computer and Xylogics and senior general management positions at Ascend Communications and Bay Networks; he holds a BSEE (Bucknell), MEE (Cornell), and MBA (Northeastern) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Pharmaceuticals | Lead Independent Director; Director | 1998–present | Chairs MDCC; Member CGNC; leads independent board oversight |
| Charles River Ventures (CRV) | Partner Emeritus; formerly General Partner/Managing Partner | ~1990s–present (Partner Emeritus); GP >20 yrs; MP >10 yrs | Venture leadership; finance, strategy |
| Ascend Communications | EVP & GM | 1998–1999 | Telecom business leadership |
| Stratus Computer | President & CEO | 1997–1998 | Corporate turnaround/exit via sale |
| Bay Networks | EVP & GM, Internet Telecom Business Group | 1995–1997 | Networking P&L, IT/security exposure |
| Xylogics | President & CEO | 1993–1995 | Strategic sale to Bay Networks |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Charles River Ventures (CRV) | Partner Emeritus | No | Venture capital firm; network breadth |
| Other public boards | None | — | Vertex discloses no current public company directorships for Sachs |
Board Governance
- Independence: Vertex board determined Sachs is independent under Nasdaq standards .
- Roles: Lead Independent Director since 2011; Chair – Management Development & Compensation Committee (MDCC); Member – Corporate Governance & Nominating Committee (CGNC) .
- Lead Independent Director responsibilities include convening independent director sessions, agenda input, liaison to management, risk oversight facilitation, shareholder communications, and collaboration on board composition and committee leadership .
- Attendance: 100% attendance at board and committee meetings in 2024; board met 8 times; MDCC met 6; CGNC met 5 .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled board meeting .
- Committee interlocks: MDCC membership entirely independent; no Item 404(a) relationships; no cross-compensation committee interlocks disclosed .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Lead Independent Director retainer | $55,000 | Increased from $40,000 in 2H 2024 |
| Committee chair fee (MDCC) | $25,000 | Chair retainer |
| Committee membership (CGNC) | $10,000 | Membership retainer |
| 2024 cash fees earned (actual) | $178,179 | Sachs elected to defer quarterly cash retainers into DSUs; total cash fee line item |
Deferral elections: Sachs deferred quarterly cash retainers into deferred stock units (DSUs) on payment dates at per-share fair market values of $399.58, $490.12, $484.39, and $420.31 .
Performance Compensation
| Equity Element | Grant Date | Form | Shares/Strike | Grant Date Fair Value |
|---|---|---|---|---|
| Annual director equity (2024) | May 1, 2024 | Options (fully vested) | 3,142 @ $399.71 | $400,008 |
Program design: Annual $400,000 value-based director equity (choice of options fully vested at grant, RSUs vesting in 12 months, or 50/50 mix) .
Performance metrics used by MDCC for executive PSUs (oversight chaired by Sachs):
| Metric | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| 2024 Net Product Revenue | $10.315B | $10.465–$10.565B | >$10.715B | $10.75B | 200% |
| 2022–2024 Non-financial milestones (3 goals) | 1 goal=50% | 2 goals=100% | 3 goals=200% | All 3 achieved | 200% (certified Feb 2025) |
Company performance rating used for 2024 bonuses/equity: 142/150 after discretionary net +5 adjustment .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | None disclosed for Sachs |
| Interlocks | MDCC comprised solely of independent directors; no 404(a) relationships; no reciprocal exec-comp interlocks disclosed |
Expertise & Qualifications
- Venture capital and operating executive background; strong business judgment, finance, IT/security experience from networking sector CEO/board roles .
- Deep Vertex institutional knowledge over 26+ years; effective independent leadership as Lead Independent Director .
- Technical education (EE) and MBA underpin oversight of complex R&D and commercialization .
Equity Ownership
| Holding | Amount | Status/Notes |
|---|---|---|
| Beneficial ownership (common) | 86,712 shares | <1% of outstanding |
| Outstanding DSUs | 15,033 units | Payable in common stock at separation/change of control/disability/death |
| Options (all exercisable) | 31,567 | Director options are exercisable; directors may elect options annually |
| Ownership guidelines | Compliant | Directors must hold ≥5× annual cash retainer; all in compliance as of Mar 17, 2025 |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging/pledging for directors |
Governance Assessment
- Board effectiveness: Long-tenured independent leadership with clear LID responsibilities, full attendance, and robust committee structure; Sachs chairs MDCC which uses multiple performance metrics and independent consultant (Pearl Meyer) to align pay-for-performance .
- Alignment: Director equity/DSU deferrals and stock ownership guidelines reinforce alignment; Sachs holds shares, DSUs, and options; no hedging/pledging permitted .
- Independence and conflicts: Sachs is independent; no related-party transactions involving Sachs disclosed; audit committee oversees related party policy (only CFO’s daughter employment disclosed) .
- Shareholder signals: Say-on-pay support ≈91% in 2024; active shareholder outreach; MDCC chaired by Sachs certified maximum PSU payouts based on exceeding revenue targets and achieving strategic milestones .
- Red flags: None apparent—no pledging, no tax gross-ups, double-trigger equity vesting for change of control, strong attendance, and no 404(a) issues for MDCC .