Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Executive Officer Transition
On December 15, 2020, the Board of Directors (the "Board") of Sage Therapeutics,
Inc. (the "Company" or "Sage") appointed Barry Greene as President and Chief
Executive Officer. Mr. Greene will continue as a member of the Company's Board
of Directors. Concurrently, Jeffrey Jonas, the Company's former President and
Chief Executive Officer, resigned as President and Chief Executive Officer, and
was appointed Chief Innovation Officer of the Company and Chair of the Science
and Technology Forum. Dr. Jonas will remain a member of the Company's Board of
Directors.
Mr. Greene previously served as President of Alnylam Pharmaceuticals, Inc., a
public biopharmaceutical company, from 2007 through September 2020, and 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 held multiple leadership positions at AstraZeneca (formerly
AstraMerck), a pharmaceutical company, and was 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 BCLS Acquisition Corp., since 2020,
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's Fuqua School
of Business.
Pursuant to an offer letter between the Company and Mr. Greene dated as of
December 15, 2020, Mr. Greene will receive an annual base salary of $735,000 and
be eligible to receive a bonus with an annual target of 65% of his base salary,
which he shall become eligible for starting with the performance year 2021 and
which shall be based 100% on the achievement of the Company's corporate goals.
In accordance with the offer letter, the Board has approved the grant to
Mr. Greene, with an effective grant date of January 4, 2021, of an equity award
under the Company's 2014 Stock Option and Incentive Plan (the "2014 Plan"),
consisting of (i) an option to purchase 390,000 shares of the Company's common
stock subject to time-based vesting (the "Time-based Option"), which will vest
as to 25% of the shares underlying the option on December 15, 2021 with the
remainder of the shares vesting in equal monthly installments through
December 15, 2024, and (ii) an option to purchase 650,000 shares of the
Company's common stock subject to performance-based vesting (the
"Performance-based Option"), which will vest upon the achievement of certain
regulatory and commercial milestones. Each of the Time-based Option and the
Performance-based Option will have an exercise price equal to the closing price
of the Company's common stock on the Nasdaq Global Market on January 4, 2021.
The Time-based Option and Performance-based Option grants will be subject to the
terms and conditions of the 2014 Plan and the Company's standard form of stock
option agreement.
In connection with his appointment, Mr. Greene also entered into a severance and
change in control agreement with the Company pursuant to which Mr. Greene is
eligible to receive certain payments and benefits in the event that his
employment is terminated by the Company without "cause" (as defined in the
severance agreement), or in the event that he terminates his employment with
"good reason" (as defined in the severance agreement). In the event that
Mr. Greene terminates his employment with "good reason" or is terminated without
"cause," other than in the event of a change in control (as defined in the
agreement), he is eligible to receive 12 months of base salary continuation and
12 months of COBRA continuation of medical benefits subsidized by the Company,
provided that he executes, and does not revoke, a separation agreement and
release of the Company and its affiliates. In the event that Mr. Greene
terminates his employment with "good reason" or is terminated without "cause"
within the 12-month period following a change in control (as defined in the
severance agreement), he will be eligible to receive, subject to his signing,
and not revoking, a separation agreement and release of the Company and its
affiliates, (i) a lump-sum cash payment equal to 12 months of base salary and a
pro rata portion of his target performance-based cash compensation for the
fiscal year in which the termination of employment occurred, as well as (ii) 12
months of COBRA continuation of medical benefits subsidized by the Company. In
addition, upon a termination of employment for good reason or without cause
within 12 months following a change in control, the vesting of all stock options
and other stock-based awards with time-based vesting held by Mr. Greene shall
--------------------------------------------------------------------------------
immediately accelerate and such options or other awards shall become fully
exercisable or nonforfeitable as of the date of termination. Mr. Greene will
also enter into the Company's standard form of indemnification agreement for
officers and also covering his role as a director.
In connection with the appointment of Dr. Jonas as Chief Innovation Officer, the
Company and Dr. Jonas entered into a letter agreement that provides that the
Company will pay Dr. Jonas an annual base salary of $625,000 and that Dr. Jonas
will be eligible to receive an annual bonus equal to 45% of his base salary,
which shall be based on the achievement of corporate and individual goals;
provided that for 2020, Dr. Jonas will be eligible to receive a bonus at his
former target of 60% of his former base salary with payout determined by the
Compensation Committee and Board based on corporate goal achievement.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses