Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On September 30, 2020, the Board of Directors (the "Board") of Sage
Therapeutics, Inc. (the "Company") elected Barry E. Greene to the Board.
Mr. Greene was elected as a Class III director and will serve until the
Company's annual meeting of stockholders in 2023 or until his successor is duly
elected and qualified or his earlier resignation or removal.
Mr. Greene served as President of Alnylam Pharmaceuticals, Inc., a public
biopharmaceutical company, from 2007 through September 2020, and served as its
Chief Operating Officer from 2003 to September 2016. Prior to Alnylam, he was
General Manager of Oncology at Millennium Pharmaceuticals, Inc., a public
biopharmaceutical company, where he led the company's global strategy and
execution for its oncology business. Prior to joining Millennium in 2001,
Mr. Greene served as Executive Vice President and Chief Business Officer for
Mediconsult.com, a healthcare consulting company. Prior to Mediconsult.com,
Mr. Greene's experience included serving as Vice President of Marketing and
Customer Services for AstraZeneca (formerly AstraMerck), a pharmaceutical
company; Vice President, Strategic Integration with responsibility for the
AstraZeneca North American post-merger integration; and a partner of Andersen
Consulting, a consulting company, where he was responsible for the
pharmaceutical/biotechnology marketing and sales practice. Mr. Greene has served
as a member of the boards of directors of Karyopharm Therapeutics, Inc., since
2013, and Acorda Therapeutics, Inc., since 2007. Mr. Greene received his B.S. in
Industrial Engineering from the University of Pittsburgh and served as a Senior
Scholar at Duke University'sFuqua School of Business.
Mr. Greene does not have any family relationships with any of the executive
officers or directors of the Company. There are no arrangements or
understandings between Mr. Greene and any other person pursuant to which he was
elected as a director of the Company.
In accordance with the Company's director compensation program, Mr. Greene is
entitled to receive an annual cash retainer of $45,000 for service on the Board,
which is payable quarterly in arrears, plus additional cash compensation if he
is appointed to a Board committee. In addition, under the Company's director
compensation program, in connection with his election to the Board, Mr. Greene
was granted an option to purchase 20,000 shares of the Company's common stock at
an exercise price per share equal to the closing price of the Company's common
stock on the grant date. Such option vests in equal monthly installments during
the 36 months following the grant date, subject to the director's continued
service on the Board. Mr. Greene will enter into the Company's standard form of
indemnification agreement for directors.
Item 8.01 Other Events.
On October 1, 2020, the Company issued a press release announcing the election
of Mr. Greene to the Board. A copy of the press release is filed herewith as
Item 9.01 Financial Statements and Exhibits.
99.1 Press release issued by Sage Therapeutics, Inc. on October 1, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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