Alfred Sandrock
Voyager TherapeuticsAbout Alfred Sandrock
Alfred Sandrock, M.D., Ph.D., is Voyager Therapeutics’ Director, President and Chief Executive Officer; age 67 as of April 7, 2025, and has served on the board since February 2022 and as CEO since March 22, 2022 . He earned a B.A. in human biology from Stanford University, an M.D. from Harvard Medical School, and a Ph.D. in neurobiology from Harvard University . During his tenure, pay-versus-performance disclosures show Company TSR value of an initial $100 investment and net income trends as below .
Pay vs Performance snapshot
| Year | TSR value of $100 | Net (Loss) Income ($000s) |
|---|---|---|
| 2022 | 225.09 | (46,408) |
| 2023 | 311.44 | 132,330 |
| 2024 | 209.23 | (65,002) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Biogen Inc. | EVP, Research & Development | 2019–2021 | Member of Biogen Executive Committee 2013–2021 |
| Biogen Inc. | Executive VP, Chief Medical Officer | 2015–2020 | Led clinical, development sciences; multiple senior R&D roles |
| Biogen Inc. | Various senior executive roles (Group SVP & CMO; SVP Development Sciences; SVP Neurology R&D; VP Clinical Dev.) | 1998–2021 | Long-tenured neuroscience and development leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Atalanta Therapeutics, Inc. | Director | Since Mar 2022 | Privately held biotech |
| Verge Genomics Inc. | Director | Since Feb 2022 | Privately held biotech |
| Transition Bio, Inc. | Director | Since Feb 2022 | Privately held biotech |
| Neurimmune, Inc. | Director | Since Feb 2022 | Privately held biotech |
| Neurocrine Biosciences, Inc. | Director (former) | Sep 2015–May 2020 | Prior public company board service |
| Praxis Precision Medicines, Inc. | Director (former) | May 2017–Feb 2020 | Prior private company service |
| Disarm Therapeutics, Inc. | Director (former) | Apr 2017–Oct 2020 | Prior private company service |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2022 | 600,000 | 55% | 250,000 | Pro-rated 2022 service; $50,000 sign-on bonus |
| 2023 | 624,000 | 55% | 377,520 (paid Feb 2024) | Merit adjustment |
| 2024 | 652,080 | 55% | 351,471 (paid Feb 2025) | Merit adjustment; peer benchmarking via Aon |
| 2025 (as of Jan 1) | 674,903 | 55% | — | Employment agreement governs eligibility |
Performance Compensation
Annual cash incentives – 2024 design and outcome
| Metric | Weighting | Target (summary) | Achievement | Payout |
|---|---|---|---|---|
| Advance CNS pipeline (VY7523 IND and trials; SOD1 ALS, GBA1 PD, FA tox studies) | 45% | Execute pipeline progress and GLP tox studies | Corporate goals achieved at 98% | CEO awarded ~98% of eligible bonus |
| Build neurogenetic leadership (non-viral delivery; new program nominations; capsid profile/publication) | 35% | Expand modalities; nominate programs; capsid leadership | Included in 98% corporate score | CEO awarded ~98% of eligible bonus |
| Maximize return/manage risk (BD/financing; budget discipline; shareholder base) | 20% | Enhance financial position; operate within +/-5% of budget | Included in 98% corporate score | CEO awarded ~98% of eligible bonus |
Equity awards – RSUs
| Grant Date | Shares | Vesting Schedule | Unvested as of 12/31/2024 | Market Value ($) |
|---|---|---|---|---|
| 03/22/2022 | 100,000 | 25% at 1st anniv; 25% annually thereafter over 4 years | 50,000 | 283,500 |
| 02/17/2023 | 120,000 (implied by 1/3 per year) | 1/3 each on 1st, 2nd, 3rd anniversaries | 80,000 | 453,600 |
| 02/09/2024 | 130,000 | 1/3 each on 1st, 2nd, 3rd anniversaries | 130,000 | 737,100 |
Equity awards – Stock Options
| Grant Date | Shares | Exercise Price ($) | Expiration | Vesting Schedule | Exercisable/Unexercisable at 12/31/2024 |
|---|---|---|---|---|---|
| 02/07/2022 (director) | 44,000 | 3.32 | 02/07/2032 | Equal quarterly over 4 years | 30,250 / 13,750 |
| 03/22/2022 (CEO) | 940,600 | 8.55 | 03/22/2032 | 25% at 1st anniv; 2.0833% monthly to 4-year anniversary | 646,662 / 293,938 |
| 02/17/2023 | 240,000 | 7.43 | 02/17/2033 | Equal monthly over 48 months | 110,000 / 130,000 |
| 02/09/2024 | 260,000 | 7.60 | 02/09/2034 | Equal monthly over 48 months | 52,000 / 208,000 |
Summary Compensation Table values (aggregate grant-date FASB ASC 718)
| Year | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 988,000 | 1,372,800 | 351,471 | 3,377,401 |
| 2023 | 891,600 | 1,266,263 | 377,520 | 3,172,433 |
| 2022 | 855,000 | 5,715,650 | 250,000 | 7,406,449 |
Equity Ownership & Alignment
- Beneficial ownership and alignment policies:
- Beneficial ownership as of April 7, 2025: 1,145,053 shares (2.03%) .
- Beneficial ownership as of April 8, 2024: 687,680 shares (1.25%) .
- Beneficial ownership as of April 10, 2023: 322,709 shares (<1%) .
- Insider trading policy prohibits hedging and pledging, with limited pledge exceptions; many executives utilize durable automatic sale instructions for RSU tax withholding per Rule 10b5-1 .
Beneficial ownership trend
| As-of date | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Apr 10, 2023 | 322,709 | * (<1%) |
| Apr 8, 2024 | 687,680 | 1.25% |
| Apr 7, 2025 | 1,145,053 | 2.03% |
Year-end 2024 outstanding equity detail
| Instrument | Exercisable (#) | Unexercisable (#) | Unvested RSUs (#) | Notes |
|---|---|---|---|---|
| Option (3.32; 02/07/2032) | 30,250 | 13,750 | — | Feb 7, 2022 director grant |
| Option (8.55; 03/22/2032) | 646,662 | 293,938 | — | Mar 22, 2022 CEO grant |
| Option (7.43; 02/17/2033) | 110,000 | 130,000 | — | Feb 17, 2023 grant |
| Option (7.60; 02/09/2034) | 52,000 | 208,000 | — | Feb 9, 2024 grant |
| RSUs 2022 grant | — | — | 50,000 | 4-year annual vest |
| RSUs 2023 grant | — | — | 80,000 | 1/3 annual vest |
| RSUs 2024 grant | — | — | 130,000 | 1/3 annual vest |
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | March 19, 2022; CEO effective March 22, 2022; starting base salary $600,000 and target bonus 55% . |
| Severance (without cause / good reason) | 12 months base salary continuation, pro-rata portion of target bonus for year of termination, 12 months COBRA subsidized; subject to release . |
| Change-of-control (double-trigger) | If termination without cause/good reason within 12 months post “sale event,” same severance plus full acceleration of all equity awards . |
| Confidentiality, non-compete, non-solicit | Standard agreement; non-compete and non-solicit for 12 months post-employment . |
| Clawback policy | Nasdaq Rule 5608-compliant compensation recovery policy adopted Oct 2, 2023 and filed with 2024 Form 10-K . |
Board Governance
- Board service: Director since 2022; age 67 as of April 7, 2025 .
- Independence: Board determined Dr. Sandrock is not independent; most other directors are independent .
- Board leadership: Chair and CEO roles are separated, enhancing oversight .
- Committee roles: Member of Science and Technology Committee; Dr. Hyman chairs; committee met 4 times in 2024 .
- Prior dual roles: Before becoming CEO, received a small director retainer and served on Executive and Science & Technology committees briefly in Feb–Mar 2022 .
- Compensation committee: Comprised of independent directors; held 7 meetings in 2024; oversees clawback policy; peer benchmarking via Aon .
Compensation Peer Group (2024)
- 18 biopharma peers used for executive pay benchmarking; examples include 4D Molecular Therapeutics, Adverum, Dyne, Editas, Entrada, Foghorn, Immuneering, MeiraGTx, Monte Rosa, Ovid, Prelude, Prime Medicine, Selecta, Stoke, Tenaya, Verve, Vigil Neuroscience, Wave Life Sciences; benchmarking supported by Aon .
Additional Compensation and Awards Notes
- 2022 initial equity: Option to purchase 940,600 shares and RSU of 100,000 shares at CEO commencement; plus 44,000 director option pre-CEO; RSU vests over 4 years; option vests 25% at year 1 then monthly .
- 2024 grants: RSUs and options granted Feb 9, 2024 with 3-year RSU vesting and 48-month monthly option vesting .
- Rule 10b5-1: Policy permits Rule 10b5-1 trading plans; many employees have durable automatic sale instructions for RSU tax withholding .
Investment Implications
- Pay-for-performance alignment: CEO’s cash incentive tied to specific operational milestones with clear weightings; 2024 corporate achievement at 98% yielded ~98% payout for the CEO, indicating strong alignment to execution milestones rather than discretionary awards . Equity mix remains robust with multi-year RSUs and sizable options vesting monthly, promoting retention and long-term value creation .
- Retention and selling pressure: Significant unvested RSUs and unexercised options as of 12/31/2024 (RSUs 260,000 unvested; options 645,688 unexercisable) imply continued retention incentives; automatic RSU tax withholding sales via Rule 10b5-1 reduce ad hoc selling pressure optics .
- Governance risk mitigants: CEO is a non-independent director, but separation of Chair and CEO and independent committees (including Compensation) with established clawback policy reduce potential dual-role governance concerns .
- Ownership “skin-in-the-game”: Beneficial ownership increased from 0.7% range to 2.03% by April 2025, supporting alignment; anti-hedging/limited pledging policy strengthens long-term alignment and reduces risk signals .
Appendix: Director Compensation (context)
- Prior to becoming CEO, Dr. Sandrock received $6,183 in retainer fees for director and committee service in Feb–Mar 2022; subsequent service as employee director is governed by executive compensation rather than non-employee director pay .