James Geraghty
Voyager TherapeuticsAbout James A. Geraghty
Independent Class II director of Voyager Therapeutics since January 2014 (age 70). Previously Senior Vice President, North America Strategy & Business Development at Sanofi (2011–2013) and held multiple executive roles at Genzyme (1992–2011), including SVP International Development, President of Genzyme Europe, and GM Cardiovascular; also Chairman/CEO of GTC Biotherapeutics and Entrepreneur-in-Residence at Third Rock Ventures (2013–2016). Education: BA Georgetown University, MS University of Pennsylvania, JD Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | SVP, North America Strategy & Business Development | Feb 2011–Oct 2013 | Led regional strategy and BD |
| Genzyme Corporation | Multiple executive roles (SVP International Development, President Genzyme Europe, GM Cardiovascular) | 1992–2011 | Built international operations and business units |
| GTC Biotherapeutics | Chairman, President & CEO | Not dated | Executive leadership |
| Third Rock Ventures | Entrepreneur-in-Residence | May 2013–Oct 2016 | Company formation/strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CanBridge Pharma (public) | Chairman of the Board | Since May 2020 | Current |
| Fulcrum Therapeutics, Inc. (public) | Director | Since Jul 2016 | Current |
| OMass Therapeutics Limited (private) | Director | Since May 2023 | Current |
| Palvella Therapeutics, Inc. (formerly Pieris Pharmaceuticals; public) | Chairman | Nov 2017–Dec 2024 | Former |
| Orchard Therapeutics plc (public) | Chairman | Jun 2018–Feb 2024 | Former |
| Aceragen Inc. (formerly Idera; public pre-liquidation) | Director | May 2013–Mar 2023 | Former; company liquidated in 2023 |
Board Governance
- Independence: Board determined all directors except Alfred Sandrock (CEO) and Jude Onyia are independent; Geraghty is independent .
- Committees: Audit Committee member (chair until April 2025); Nominating & Corporate Governance Committee chair since July 2024 .
- Attendance: Board met six times in 2024; all directors attended at least 75% of Board and committee meetings during periods of service; directors regularly hold executive sessions .
- Tenure: Director since 2014 (Class II; term expires at 2026 annual meeting) .
- Board leadership: Chair of the Board is Michael Higgins; CEO and Chair roles separated .
Fixed Compensation
2024 non-employee director cash compensation and option grant (grant-date fair value):
| Component | Amount ($) |
|---|---|
| Board annual retainer | 40,000 |
| Audit Committee chair (to Sept 2024), member later | 16,000 (chair fee) |
| Nominating & Corporate Governance Committee chair | 10,000 |
| Total cash fees (2024) | 66,000 |
| Option awards (grant-date fair value) | 144,000 |
| Total 2024 compensation | 210,000 |
Director compensation policy (effective June 2024) cash retainers:
| Role | Annual Cash ($) |
|---|---|
| Board Chair | 72,500 |
| Board member | 40,000 |
| Audit Committee chair/member | 16,000 / 8,000 |
| Compensation Committee chair/member | 12,500 / 6,000 |
| Science & Technology Committee chair/member | 10,000 / 5,000 |
| Nominating & Corporate Governance Committee chair/member | 10,000 / 5,000 |
Performance Compensation
Non-employee director equity structure and terms:
- Annual option grant: up to 24,000 shares at each annual meeting; vests in full by the earlier of first anniversary or next annual meeting; strike at fair market value on grant date .
- Initial option grant: up to 48,000 shares upon appointment; vests quarterly over four years; strike at fair market value on grant date .
- Plan controls: No repricing without stockholder approval; options/SARs must be at least FMV; dividend equivalents not paid on options/SARs; no reload features .
- Change-of-control: Double-trigger acceleration—if terminated without cause within 12 months following a sale event, awards become fully vested and nonforfeitable .
- Clawback: Acceptance of awards binds participants to the company’s compensation recovery policy (Nasdaq Rule 5608 compliant) .
| Equity Feature | 2024 Details |
|---|---|
| Annual option grant size | 24,000 shares (policy) |
| Vesting (annual grant) | Full vest at earlier of 1 year or next annual meeting |
| Exercise price | Fair market value on grant date |
| Grant-date fair value (James Geraghty, 2024) | $144,000 |
Other Directorships & Interlocks
- Current public boards: CanBridge Pharma (Chair), Fulcrum Therapeutics (Director) .
- Private boards: OMass Therapeutics (Director) .
- Prior public boards: Palvella Therapeutics (Chair), Orchard Therapeutics (Chair), Aceragen/Idera (Director) .
- Voyager board includes a 5% stockholder designee (Neurocrine’s Jude Onyia) under an investor agreement; Geraghty not a designee of a major stockholder .
Expertise & Qualifications
- Senior operating experience across major biotech/pharma organizations (Sanofi, Genzyme; leadership at GTC Biotherapeutics) .
- Company-building and venture experience (Entrepreneur-in-Residence, Third Rock Ventures) .
- Legal and business credentials (JD Yale; MS UPenn; BA Georgetown) .
Equity Ownership
| Holder | Shares Owned Directly | Options (total) | Options Vesting within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| James A. Geraghty | 76,588 | 189,764 | 24,000 | 266,352 | <1% (asterisked) |
- Company-level insider trading controls: Prohibits hedging and pledging; permits 10b5-1 plans and automatic sales to cover RSU withholding .
Governance Assessment
- Strengths: Independent status; multi-committee leadership (current chair of Nominating & Corporate Governance; former chair/current member of Audit), indicating governance depth and financial oversight expertise . Board separation of Chair and CEO roles and regular executive sessions support independent oversight . Attendance met or exceeded 75% thresholds in 2024, signaling engagement . Clawback and no-repricing equity plan provisions reduce shareholder risk .
- Alignment: Holds equity and options; annual option awards vest contingent on continued service; 2024 director compensation mix ~31% cash / 69% equity (by grant-date fair value), aligning incentives with shareholder outcomes .
- Potential watchpoints: External time commitments (Chair and director roles at other biotechs) warrant continued monitoring for workload and conflicts; no related-party transactions disclosed involving Geraghty, and independence explicitly affirmed despite board associations with >5% holders . Board includes a major stockholder designee (Neurocrine), which increases overall conflict-management needs at the board level, mitigated by Audit Committee oversight of related-party transactions .
- Shareholder sentiment signal: Say-on-pay approval was 95% in 2024, indicating broad investor support for executive compensation practices; while director pay is separate, this is a positive governance context .