UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under § 240.14a-12

Agios Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1) 

Title of each class of securities to which transaction applies:

 

     

 (2) 

Aggregate number of securities to which transaction applies:

 

     

 (3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

 (4) 

Proposed maximum aggregate value of transaction:

 

     

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Total fee paid:

 

     

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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LOGO

88 Sidney Street, Cambridge, Massachusetts 02139

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, JUNE 21, 2016THURSDAY, MAY 20, 2021

Dear Stockholder:

You are cordially invited to our Annual Meeting of StockholdersStockholders. To support the health and well-being of our stockholders, employees and directors in light of the ongoing coronavirus (COVID-19) pandemic, the meeting will be a virtual meeting held via the internet on Tuesday, June 21, 2016,Thursday, May 20, 2021, beginning at 9:00 a.m., Eastern Time, at our offices located at 88 Sidney Street, Cambridge, Massachusetts 02139,Time. The meeting will be held for the following purposes:

 

 1.

To elect each of the three Class III directors,II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 20192024 annual meeting of stockholders and until his or her respective successor is duly elected and qualified;

 

 2.

To approvevote, on an advisory vote onbasis, to approve the compensation paid to our named executive officers;

 

 3.To hold an advisory vote on the frequency of future advisory votes on the compensation paid to our named executive officers;

4.To ratify the selectionappointment of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2021; and

 

 5.4.

To transact such other business as may be properly brought before the meeting or any adjournment or postponement thereof.

The foregoing itemsAs noted above, due to the COVID-19 pandemic, our Annual Meeting will be a “virtual meeting” of business are more fully describedstockholders, which will be conducted exclusively via the internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the attached proxy statement, which forms a partAnnual Meeting online, vote your shares during the online meeting and submit questions for consideration at the online meeting. Stockholders of this notice and is incorporated herein by reference. Our boardrecord as of directors has fixed the close of business on April 22, 2016 asMarch 31, 2021 are entitled to vote at the record date formeeting. In order to attend the determinationmeeting online, vote your shares electronically during the meeting and submit questions, you must register in advance at www.proxydocs.com/AGIO prior to the deadline of May 18, 2021 at 5:00 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions and examine during the Annual Meeting the list of stockholders entitled to notice of and to vote at the annual meeting Annual Meeting. Please be sure to follow instructions found on your Notice, proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email. In light of the ongoing public health and safety concerns related to COVID-19, we believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any adjournmentlocation around the world.

At Agios we are keenly focused on the contribution we can make to environmental sustainability. Instead of mailing a paper copy of our proxy materials to all of our stockholders, this year we are providing access to our proxy materials over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this Proxy Statement and our Annual Report for the fiscal year ended December 31, 2020 (the “2020 Annual Report”). We are mailing the Notice on or postponement thereof.

about April 8, 2021, and it contains instructions on how to access our proxy materials over the internet. The Notice also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including this Proxy Statement, our 2020 Annual Report, and a form of proxy card or voting instruction card. All stockholders aswho do not receive the Notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the record date are cordially invitedproxy materials by mail unless they have previously requested delivery of proxy materials electronically. We have chosen to employ this distribution process to conserve natural resources and reduce the costs of printing and distributing our proxy materials.

We encourage all stockholders to attend the meeting.Annual Meeting online. Whether or not you plan to attend the Annual Meeting online, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible by using the internet as described in the instructions included on your Notice, by calling the toll-free telephone number included on your Notice, or, if you received a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card or voting instruction form. Further information about how to register to attend the Annual Meeting online, attend the Annual Meeting online, vote your shares and submit questions for consideration at the meeting is included in the accompanying proxy statement.

Thank you for your ongoing support and continued interest in Agios Pharmaceuticals, Inc.

By Order of the Board of Directors,

 

LOGO

David P. Schenkein, M.D.LOGO

Jacqualyn A. Fouse, Ph.D.

President and Chief Executive Officer

Cambridge, Massachusetts

April 27, 20168, 2021

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO HELP ENSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES. ALTERNATIVELY, YOU MAY SUBMIT YOUR VOTE VIA THE INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 20, 2021: This Proxy Statement and our 2020 Annual Report to Stockholders are available at www.proxydocs.com/AGIO. These documents are also available to any stockholder who wishes to receive a paper copy by calling (866) 648-8133, visiting www.investorelections.com/AGIO or emailing paper@investorelections.com.


TABLE OF CONTENTS

 

   Page 

PROXY STATEMENT FOR THE 20162021 ANNUAL MEETING OF STOCKHOLDERS

   1 

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

   1 

STOCKHOLDERS SHARING THE SAME ADDRESS

   810 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   9

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

1211 

PROPOSAL 1: ELECTION OF DIRECTORS

   13

Information Regarding Directors

13

Recommendation of the Board of Directors

1514 

CORPORATE GOVERNANCE

   18

General

18

Corporate Governance Guidelines

18

Director Determination of Independence

18

Board Leadership Structure

19

Director Nomination Process

20

Communications with Our Board of Directors

22

Board Meetings and Attendance

22

Director Attendance at Annual Meetings

22

Board Committees

22

The Board’s Role in Risk Oversight

25

Risk Considerations in our Compensation Program

25

Director Compensation

26

Limitation of Liability and Indemnification

29

Executive and Director Compensation Processes

29

Report of the Audit Committee of the Board of Directors

31 

EXECUTIVE OFFICERS

   32 

EXECUTIVE COMPENSATION

   34 

Compensation Discussion and Analysis

34

Summary Compensation Table

49

Grants of Plan-Based Awards

50

Outstanding Equity Awards at Fiscal Year-end

51

Option Exercises and Stock Vested

52

Employment, Severance and Change in Control Arrangements

52

Securities Authorized for Issuance Under Our Equity Compensation Plans

58

Compensation Committee Interlocks and Insider Participation

59

Compensation Committee Report

59

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

60
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION62

Recommendation of the Board of Directors

62


Page
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES63

Recommendation of the Board of Directors

63
PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS64

Independent Registered Public Accountants’ Fees

   64 

Pre-Approval Policies and ProceduresPROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

   6566 

Recommendation of the Board of DirectorsPROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

   6567 

STOCKHOLDER PROPOSALS

   6669 

OTHER MATTERS

   6770 

i


LOGO

88 Sidney Street, Cambridge, Massachusetts 02139

PROXY STATEMENT FOR THE 20162021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, JUNE 21, 2016THURSDAY, MAY 20, 2021

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statementProxy Statement contains information about our 20162021 annual meeting of stockholders, or the annual meeting.Annual Meeting. The meetingAnnual Meeting will be held on Tuesday, June 21, 2016,Thursday, May 20, 2021, beginning at 9:00 a.m. local time,Eastern Time. To support the health and well-being of our stockholders, employees and directors in light of the ongoing coronavirus (“COVID-19”) pandemic, the meeting will be a virtual meeting held via the internet. In order to attend the Annual Meeting online, you must register in advance at www.proxydocs.com/AGIO prior to the deadline of May 18, 2021 at 5:00 p.m., Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting. Please be sure to follow instructions found on your Notice, proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person.

Except where the context otherwise requires, references to “Agios Pharmaceuticals,” “Agios,” “we,” “us,” “our” and similar terms refer to Agios Pharmaceuticals, Inc. and its consolidated subsidiaries. References to our offices located at 88 Sidney Street, Cambridge, Massachusetts 02139. website are inactive textual references only and the contents of our website are not incorporated by reference into this Proxy Statement.

This proxy statementProxy Statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by our board of directors for use at the annual meetingAnnual Meeting and at any adjournment of that meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions on your proxy, it will be voted in accordance with the recommendations of our board of directors.

These We are making this Proxy Statement, the related proxy materials, together withcard and our annual report to stockholders for our 2015the fiscal year areended December 31, 2020, or the 2020 Annual Report, available to stockholders for the first being mailed to stockholderstime on or about April  27, 2016.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 21, 2016:

This proxy statement and our 2015 annual report are available electronically at www.proxyvote.com.8, 2021.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why did you send me this proxy statement?do I have access to these materials?

We senthave made these proxy materials available to you this proxy statement and the enclosed proxy card because our board of directors is soliciting your proxy to vote at the 2016 annual meetingAnnual Meeting to be held on May 20, 2021 at 9:00 a.m., Eastern Time, including at any adjournments or postponements of stockholders. This proxy statement summarizes information related to your vote at the annual meeting. All stockholders who find it convenient to do soAs a holder of record of common stock as of the close of business on March 31, 2021, you are cordially invited to attend the annual meeting in person. However, you do not need to attend the meetingAnnual Meeting online and are requested to vote on the items of business described in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you under the rules adopted by the U.S. Securities and Exchange Commission, or the SEC, and that is designed to assist you in voting your shares. Instead, you may simply complete, sign and return

Why did I receive a notice in the enclosed proxy card. Alternatively, you may submit your vote viamail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Because we care about the sustainability of our environment, and in accordance with SEC rules, we have elected to provide access to our proxy materials, including this Proxy Statement and our 2020 Annual Report,

over the internet. Accordingly, we have sent a Notice Regarding the Availability of Proxy Materials, or telephone by following the instructions set forth on the enclosed proxy card.

We intendNotice, to begin mailing this proxy statement, the attached notice of annual meeting and the enclosed proxy card on or about April 27, 2016 to allour stockholders of record entitled to vote at the annual meeting.Annual Meeting with instructions for accessing the proxy materials and voting over the internet or by telephone. We mailed the Notice on or about April 8, 2021 to all stockholders entitled to vote at the Annual Meeting.

All stockholders entitled to vote at the Annual Meeting will have the ability to access the proxy materials by visiting the website referred to in the Notice, www.proxydocs.com/AGIO. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. The Notice also contains instructions to request to receive a printed set of the proxy materials. You may request the proxy materials over the internet at www.investorelections.com/AGIO, by emailing paper@investorelections.com, or by calling (866) 648-8133.

The Notice also identifies the date and time of the virtual Annual Meeting; instructions on how to attend the Annual Meeting online; the matters to be acted upon at the Annual Meeting and our board of directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of the Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2020, and a form of proxy relating to the Annual Meeting; and information on how to access and vote the form of proxy.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote over the internet or by telephone prior to the Annual Meeting, by requesting and returning a printed proxy card, or by voting online during the Annual Meeting.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

What is the purpose of the annual meeting?Annual Meeting?

At the annual meeting,Annual Meeting, stockholders will consider and vote on the following matters:

 

 (1)

To elect each of the three Class III directors,II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 20192024 annual meeting of stockholders and until his or her respective successor is duly elected and qualified.

 

 (2)

To approvevote, on an advisory vote onbasis, to approve the compensation paid to our named executive officers.

(3)To hold an advisory vote on the frequency of future advisory votes on the compensation paid to our named executive officers.

 

 (4)(3)

To ratify the appointment of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2021.

Stockholders will also act on any other business that may properly come before the meeting, or any adjournment or postponement thereof.

Why is the 2021 Annual Meeting a virtual, online meeting?

To support the health and well-being of our stockholders, employees and directors in light of the ongoing COVID-19 pandemic, our 2021 Annual Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the internet. There will not be a physical meeting location. In light of the public health and safety concerns related to the COVID-19 pandemic, we believe that hosting a virtual meeting will facilitate greater stockholder attendance and participation at our 2021 Annual Meeting by enabling stockholders to safely participate remotely from any location around the world. Our virtual meeting will be governed by our Rules of Conduct and Procedures which will be posted at proxydocs.com/AGIO in advance of the meeting. We have designed the virtual Annual Meeting to provide the same rights and opportunities to participate as stockholders have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

How do I virtually attend the Annual Meeting?

We will host the Annual Meeting live online via webcast. In order to attend the Annual Meeting online, you must register in advance at www.proxydocs.com/AGIO prior to the deadline of May 18, 2021 at 5:00 p.m.,

Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting. Please be sure to follow instructions found on your Notice, proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email.

Online registration for the Annual Meeting will begin on or around April 8, 2021, and you should allow ample time for the online registration.

The webcast of the Annual Meeting will start at 9:00 a.m., Eastern Time, on May 20, 2021. Instructions on how to attend and participate in the meeting online will be sent to you via email, upon completing your registration.

We will have technicians standing by and ready to assist you with any technical difficulties you may have accessing the virtual meeting at 9:00 a.m., Eastern Time on May 20, 2021. If you encounter any difficulties accessing the virtual meeting during registration or at the time of the virtual meeting, please contact technical support by following the instructions provided to you upon registration for the Annual Meeting.

Who can vote?

Only stockholders of record at the close of business on April 22, 2016,March 31, 2021, the record date for the annual meeting,Annual Meeting, are entitled to vote at the annual meeting.Annual Meeting. On this record date, there were 37,906,42269,811,806 shares of our common stock outstanding. Common stock is our only class of stock outstanding.

How many votes do I have?

Each share of our common stock that you own as of the record date, April 22, 2016,March 31, 2021, entitles you to one vote on each matter that is voted on.

Is my vote important?

Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions, chosechoose the way to vote that is the easiest and most convenient for you and cast your vote as soon as possible.

How do I vote?

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, brokerage firm or other nominee, you may vote:

 

 (1)

Over the Internet: GoInternet prior to the website of our tabulator at www.proxyvote.com. Use theAnnual Meeting: To vote control number printed on your enclosed proxy card to access your account and vote your shares. You must specify how you want your shares voted or your internet vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions. You must submit your internet proxy before 11:59 p.m., Eastern Daylight Time, on June 20, 2016, the day before the annual meeting, for your proxy to be validly submitted over the internet prior to the Annual Meeting, please go to the following website: www.proxypush.com/AGIO,and follow the instructions at that site for submitting your proxy electronically. If you vote over the internet prior to count.the Annual Meeting, you do not need to complete and mail your proxy card or vote your proxy by telephone. Your vote must be received by 8:59 a.m., Eastern Time, on May 20, 2021 to be counted.

 

 (2)

By Telephone:Telephone prior to the Annual Meeting: Call 1-800-690-6903, toll free from the United States, Canada and Puerto Rico,To vote by telephone, please call (866) 509-2148, and follow the recorded instructions. Youinstructions provided on the proxy card. If you vote by telephone, you do not need to complete and mail your proxy card or vote your proxy over the internet. Your vote must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Your shares will be voted according to your instructions. You must submit your telephonic proxy before 11:received by 8:59 p.m.a.m., Eastern Daylight Time, on JuneMay 20, 2016, the day before the annual meeting, for your telephonic proxy2021 to be valid and your vote to count.counted.

 

 (3)

By Mail:Mail prior to the Annual Meeting: Complete and sign your enclosedTo vote using the printed proxy card that may be delivered to you upon request, simply complete, sign and maildate the proxy card that may be

delivered and return it promptly in the enclosed postage prepaid envelope provided to Vote Processing,Proxy Tabulator for Agios Pharmaceuticals, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Broadridge must receiveMediant Communications, P.O. Box 8016, Cary, NC 27512-9903. If you vote by mail, you do not need to vote over the internet or by telephone. If Mediant receives the proxy card no later than June 20, 2016, the day before the

annual meeting, for your mailed proxy to be valid and yourMay 19, 2021, we will vote to count. Your shares will be voted according to your instructions. If you return your proxy card but do not specify how you want your shares voted on any particular matter, they will be voted in accordance with the recommendations of our board of directors.as you direct.

 

 (4)

In Person atOnline during the Annual Meeting: In order to attend the Annual Meeting online and vote online during the Annual Meeting, you must register in advance at www.proxydocs.com/AGIO prior to the deadline of May 18, 2021 at 5:00 p.m., Eastern Time. You may vote your shares online while virtually attending the Annual Meeting by following instructions found on your Notice, proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email. If you vote by proxy prior to the Annual Meeting and choose to attend the annual meeting,Annual Meeting online, there is no need to vote again during the Annual Meeting unless you may deliverwish to change your completed proxy card in person or you may vote by completing a ballot, which we will provide to you at the meeting.vote.

If your shares are held in “street name,” meaning they are held for your account by a bank, brokerage firm, or other nominee, you may vote:

 

 (1)

Over the Internet or by Telephone:Telephone prior to the Annual Meeting: You will receive instructions from your bank, brokerage firm, or other nominee if they permit internet or telephone voting. You should follow those instructions.

 

 (2)

By Mail:Mail prior to the Annual Meeting: You will receive instructions from your bank, brokerage firm, or other nominee explaining how you can vote your shares by mail. You should follow those instructions.

 

 (3)

In Person atOnline during the Annual Meeting: You must bring an account statement or letterwill receive instructions from your bank, brokerage firm, or other nominee showing thatexplaining how you arecan register to attend the beneficial owner of the shares as of the record date in order toAnnual Meeting online and vote your shares atonline during the meeting. To be able to vote your shares held in street name at the meeting, you will need to obtain a proxy card from the holder of record.Annual Meeting.

Can I change my vote?

If your shares are registered directly in your name, you may revoke your proxy and change your vote at any time before the annual meeting. To do so, you must doby following one of the following:below procedures:

 

 (1)

Vote over the internet or by telephone as instructed above.above under “Over the Internet prior to the Annual Meeting” and “By Telephone prior to the Annual Meeting”. Only your latest internet or telephone vote submitted prior to the Annual Meeting is counted. You may not change your vote prior to the Annual Meeting over the internet or by telephone after 11:8:59 p.m.a.m., Eastern Daylight Time, on JuneMay 20, 2016.2021.

 

 (2)

Sign, date and complete a new proxy card and submitsend it by mail to Vote Processing,Proxy Tabulator for Agios Pharmaceuticals, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 as instructed above. BroadridgeMediant Communications, P.O. Box 8016, Cary, NC 27512-9903. Mediant must receive the proxy card no later than June 20, 2016.May 19, 2021. Only your latest dated and timely received proxy will be counted.

 

 (3)Attend

Virtually attend the annual meetingAnnual Meeting and vote in persononline as instructed above. Attendingabove under “Online during the annual meetingAnnual Meeting”. Virtually attending the Annual Meeting alone, without voting online during the Annual Meeting, will not revoke your internet vote, telephone vote or proxy submitted by mail, as the case may be.

(4)Give our corporate secretary written notice before or at the meeting that you want to revoke your proxy.

If your shares are held in “street name,” you may submit new voting instructions with a later date by contacting your bank, brokerage firm, or other nominee. You may also vote in person atonline during the annual meeting,Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a broker’s proxy as described in the answer to the questioninstructions; see “How do I vote?” above.

Will my shares be voted if I do not return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the internet, by telephone, by returning your proxyor by mail prior to the Annual Meeting or by ballot atonline while virtually attending the annual meeting.Annual Meeting.

If your shares are held in “street name,” your brokerage firm may under certain circumstances vote your shares if you do not return your voting instructions. Brokerage firms can vote customers’ unvoted shares on routine matters but they will not be allowed to vote your shares with respect to certain non-routine items. If you do not return voting instructions to your brokerage firm to vote your shares, your brokerage firm may, on routine matters, either vote your shares or leave your shares unvoted.

Your brokerage firm cannot vote your shares on any matter that is not considered routine.Proposal 1, the election of three Class II directors, and Proposal 2, an advisory vote on the compensation paid to our named executive officers, and Proposal 3, an advisory vote to determine the frequency of future advisory votes on the compensation paid to our named executive officers, are not considered routine matters. If you do not instruct your brokerage firm how to vote with respect to these items, your brokerage firm may not vote with respect to these proposals and those votes will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter. Proposal 4,3, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, is considered a routine matter, and your brokerage firm will be able to vote on that item even if it does not receive instructions from you, so long as it holds your shares in its name. We encourage you to provide voting instructions to your brokerage firm or other nominee. This ensures that your shares will be voted at the annual meetingAnnual Meeting according to your instructions. You should receive directions from your brokerage firm or other nominee about how to submit your voting instructions.

How many shares must be represented to hold the annual meeting?Annual Meeting?

A majority of our shares of common stock outstanding at the record date must be present in personvirtually or represented by proxy to hold the annual meeting.Annual Meeting. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the internet, by telephone, by completing and submitting a proxy by mail, or that are represented in personvirtually at the meeting.Annual Meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares held in “street name” by banks, brokerage firms or nominees who indicate on their proxies that they do not have authority to vote those shares on Proposals 1 2 or 3.2. If a quorum is not present, we expect to adjourn the annual meetingAnnual Meeting until we obtain a quorum.

The presence at the annual meeting, in personAnnual Meeting, virtually or by proxy, of holders representing a majority of our outstanding common stock as of the record date, April 22, 2016,March 31, 2021, or approximately 18,953,21234,905,904 shares, constitutes a quorum at the meeting and permits us to conduct the business of the meeting.

What vote is required to approve each matter and how are votes counted?

Proposal 1 — Election of Directors

The three nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality.Proposal 1 is not considered a routine matter. Therefore, if your shares are held by your brokerage firm in “street name” and you do not provide voting instructions with respect to your shares, your brokerage firm cannot vote your shares on Proposal 1. Shares held in “street name” by banks, brokerage firms, or nominees who indicate on their proxies that they do not have authority to vote the shares on

Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee. As a result, such “broker non-votes” will have no effect on the voting on Proposal 1. You may:

 

vote FOR all nominees;

 

vote FOR a particular nominee or nominees and WITHHOLD your vote from the other nominees; or

 

WITHHOLD your vote from all nominees.

Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.

Proposal 2 — Advisory Vote on the Compensation Paid to Named Executive Officers

To approve Proposal 2, holders of a majority of the votes cast on the matter must vote FOR the proposal.Proposal 2 is not considered a routine matter.Shares which abstain and broker non-votes will not be counted as votes in favor of, or with respect to, these proposals and will also not be counted as votes cast. Accordingly, abstentions and broker non-votes will have no effect on the outcome of these proposals. Proposal 2 is non-binding. Because this vote is advisory and not binding on us or our board of directors in any way, our board may decide that it is in our and our stockholders’ best interests to compensate our named executive officers in an amount or manner that differs from that which is approved by our stockholders.

Proposal 3 — Advisory Vote on the Frequency of Future Advisory Votes on the Compensation Paid to Named Executive Officers

The approval of one of the three frequency options under Proposal 3 requires a majority of the votes cast on the matter.Proposal 3 is not considered a routine matter. Shares which abstain and broker non-votes will not be counted as votes in favor of, or with respect to, these proposals and will also not be counted as votes cast. Accordingly, abstentions and broker non-votes will have no effect on the outcome of these proposals. With respect to this proposal, if none of the frequency options (one year, two years or three years) receive a majority vote, we will consider the frequency that receives the highest number of votes cast by stockholders to be the frequency that has been recommended by stockholders. Proposal 3 is non-binding. Because this vote is advisory and not binding on us or our board in any way, our board may decide that it is in our and our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the alternative approved by our stockholders.

Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm

To approve Proposal 4,3, holders of a majority of the votes cast on the matter must vote FOR the proposal.Proposal 43 is considered a routine matter. If your shares are held by your brokerage firm in “street name” and you do not provide voting instructions with respect to your shares, your brokerage firm may vote your unvoted shares on Proposal 4.3. If you ABSTAIN from voting on Proposal 4,3, your shares will not be voted FOR or AGAINST the proposal and will also not be counted as votes cast or shares voting on the proposal. As a result, voting to ABSTAIN will have no effect on the outcome of Proposal 4.3.

Although stockholder approval of our audit committee’s appointment of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year endedending December 31, 20162021 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting,Annual Meeting, our audit committee will reconsider its appointment of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ended December 31, 2016.2021.

How does the board of directors recommend that I vote on the proposals?

Our board of directors recommends that you vote:

 

FOR the election of each of the three nominees to serve on our board of directors as Class II directors, each for a three-year term;

 

FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; and

 

FOR holding, on an advisory (non-binding) basis, an annual vote on the compensation of our named executive officers;

FOR the ratification of the selectionappointment of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2021.

Are there other matters to be voted on at the annual meeting?Annual Meeting?

We do not know of any matters that may come before the annual meetingAnnual Meeting other than the election of our board ofClass II directors, the approval, on an advisory basis, of the compensation of our named executive officers the frequency of future advisory votes on the compensation paid to our named executive officers, and the ratification of the appointment of our independent registered public accounting firm. If any other matters are properly presented at the annual meeting,Annual Meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.

Who will count the votes?

The votes will be counted, tabulated and certified by Broadridge Financial Solutions,Mediant Communications Inc.

Will my vote be kept confidential?

Your vote will be kept confidential and we will not disclose your vote, unless (1) we are required to do so by law (including in connection with the pursuit or defense of a legal or administrative action or proceeding), or (2) there is a contested election for the board of directors. The inspector of election will forward any written comments that you make on the proxy card to management without providing your name, unless you expressly request disclosure on the proxy card.

How do I submit a question at the Annual Meeting?

If you wish to submit a question, on the day of the Annual Meeting, beginning at 8:00 a.m. Eastern Time on Thursday, May 20, 2021, you may log into the virtual meeting platform using the unique link provided to you via email following the completion of your registration at www.proxydocs.com/AGIO, and follow the instructions there. Our virtual meeting will be governed by our Rules of Conduct and Procedures will be posted at www.proxydocs.com/AGIO in advance of the meeting. The Rules of Conduct and Procedures will address the ability of stockholders to ask questions during the meeting, including rules on permissible topics, and rules for how questions and comments will be recognized and disclosed to meeting participants. All questions received from stockholders before or during the virtual annual meeting will be posted on our website at investor.agios.com as soon as practicable following the Annual Meeting.

How can I find out the results of the voting at the annual meeting?Annual Meeting?

Preliminary voting results will be announced at the annual meeting.Annual Meeting. Final voting results will be tallied by the inspector of election and published in a current report on Form 8-K to be filed with the Securities and Exchange Commission, or SEC within four business days after the annual meeting.Annual Meeting.

How and when may I submit a stockholder proposal, including a stockholder nomination for director for the 20172022 annual meeting?

Stockholders wishing to suggest a candidate for director should write to our corporate secretary. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 20172022 annual meeting, the recommendation should be

received by our corporate secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals.” Such submissions must state the nominee’s name, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, as well as other information required by our bylaws or SEC regulations. We may require any proposed nominee to furnish such other information as we may reasonably require in determining the eligibility of such proposed nominee to serve as an independent director or

that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

Who is paying the costs of soliciting these proxies?

We will pay all of the costs of soliciting proxies. Our directors, officers and other employees may solicit proxies in person or by mail, telephone, fax or email. We will pay our directors, officers and other employees no additional compensation for these services. We will ask banks, brokerage firms and other nominees to forward these proxy materials to their principals and to obtain authority to execute proxies. We may reimburse them for their expenses.

How do I obtain an Annual Report on Form 10-K?

If you would like a copy of our Annual Report on Form 10-K for the year ended December 31, 20152020 that we filed with the SEC, we will send you one, without exhibits, free of charge. Please contact Renee Leck,Holly Manning, Senior Director, Investor Relations. She may be contacted at 88 Sidney Street, Cambridge, Massachusetts 02139; telephone: 617-649-8600;e-mail: renee.leck@agios.com. Holly.Manning@agios.com.

All of our SEC filings are also available free of charge in the “Investors & Media — “Investors—Financials—SEC Filings” section of our website at www.agios.com.www.agios.com.

Whom should I contact if I have any questions?

If you have any questions about the annual meetingAnnual Meeting or your ownership of our common stock, please contact Renee Leck in ourHolly Manning, Senior Director, Investor Relations department.Relations. She may be contacted at 88 Sidney Street, Cambridge, Massachusetts 02139; telephone: 617-649-8600;e-mail: renee.leck@agios.com. Holly.Manning@agios.com.

STOCKHOLDERS SHARING THE SAME ADDRESS

The SEC has adopted rules promulgated by the SECthat permit companies banks, brokerage firmsand intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices and, if applicable, our annual report and other proxy materials, with respect to two or other intermediariesmore stockholders sharing the same address by delivering a single Notice and, if applicable, a single set of our annual report and proxy materials, addressed to deliverthose stockholders. This practice, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Notice and, if applicable, a single copy of a proxy statement andour annual report and our proxy materials, will be delivered to households at which two or moremultiple stockholders reside. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources. Stockholders sharing an address whounless contrary instructions have been previouslyreceived from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified by their bank, brokerage firmotherwise or other intermediaryuntil you revoke your consent.

If, at any time, you no longer wish to participate in “householding” and have consentedwould prefer to householding will receive only one copya separate Notice and, if applicable, a separate set of our annual report and proxy statement and annual report.materials in the future, please notify your broker or contact us. If you wish to receive a separate set of our annual report and proxy materials for this year’s Annual Meeting, we will deliver them promptly upon written or oral request. Stockholders who currently receive multiple copies of the Notice, and, if applicable, our annual report and other proxy materials at their addresses and would like to opt outrequest “householding” of this practice for future mailings and receive separate proxy statements and annual reports for each stockholder sharing the same address, pleasetheir communications should contact your bank, brokerage firmtheir brokers or other intermediary from whom you received such mailing. We will promptly deliver a separate copy of the proxy statement and/or annual report to you if youus. To contact us, at the following addressdirect your written or telephone number:oral request to: Agios Pharmaceuticals, Inc., 88 Sidney Street, Cambridge, MA 02139, Attention: Corporate Secretary, 617-649-8600. Stockholders sharing an address that are receiving multiple copies of the proxy statement617-649-8600 or annual report can request delivery of a single copy of the proxy statement or annual report by contacting their bank, brokerage firm or other intermediary or by contacting uscontact Investor Relations at the address or telephone number above.617-649-8600.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information relating to the beneficial ownership of our common stock as of March 31, 2016,2021, by:

 

each person known by us to beneficially own more than 5% of our outstanding shares of common stock;

 

each of our directors and nominees for director;

 

our principal executive officer, our principal financial officer and our other executive officers named in the Summary Compensation Table below, whom we collectively refer to as our named executive officers; and

 

all directors and executive officers as a group.

The percentage of shares beneficially owned is computed on the basis of 37,899,24069,811,806 shares of our common stock outstanding as of March 31, 2016.2021. The number of shares beneficially owned by each stockholder is determined under rules of the Securities and Exchange Commission.SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of March 31, 20162021 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of all listed stockholders is c/o Agios Pharmaceuticals, Inc., 88 Sidney Street, Cambridge, MA 02139. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

 

   Shares of
Common
Stock
Owned
  + Common
Stock
Underlying
Options and
Other
Rights
Acquirable
Within 60
Days
  = 

 

Total Beneficial Ownership

 

Name of Beneficial Owner

          Number           Percentage     

5% Stockholders

        

Entities affiliated with Fidelity Management & Research Company(1)

   5,646,095         —        5,646,095        14.90

Entities affiliated with Capital Research and Management Company(2)

   5,298,266        —        5,298,266        13.98

Wellington Management Group LLP(3)

   5,267,467        —        5,267,467        13.90
Entities affiliated with Celgene Corporation(4)   5,242,704        —        5,242,704        13.83

Entities affiliated with Vanguard(5)

   2,522,097         —        2,522,097         6.65

BB Biotech AG(6)

   2,159,921        —        2,159,921         5.70

Flagship Ventures Fund 2007, L.P.(7)

   1,930,369        —        1,930,369        5.09

Named Executive Officers and Directors

        

David P. Schenkein, M.D.(8)

   351,354        725,829        1,077,183        2.84

Duncan Higgons (9)

   120,834        95,273        216,107                    

Scott Biller, Ph.D.(10)

   59,334        192,190        251,524                    

Christopher Bowden, M.D.

   204        59,958        60,162                    

Glenn Goddard

   —        31,040        31,040                    

Lewis C. Cantley, Ph.D.(11)

   258,124        157,954        416,078        1.10

Paul J. Clancy

   —        30,166        30,166                    

Douglas G. Cole, M.D.(12)

   1,861        12,500        14,361                    

Kaye Foster

   —        8,850        8,850                    

Maykin Ho, Ph.D.

   —        —        —                    

John M. Maraganore, Ph.D.

   49,764        22,500        72,264                    

Robert T. Nelsen(13)

   1,678,034        12,500        1,690,534        4.46

Marc Tessier-Lavigne, Ph.D.

   101,009        29,113        130,122                    

All executive officers and directors as a group (14 persons)

   2,620,518        1,377,873        3,998,391        10.55
  Shares of
Common
Stock
Owned
   +  Common
Stock
Underlying
Options and
Other
Rights
Acquirable
Within 60
Days
  =  Total Beneficial Ownership 

Name of Beneficial Owner

     Number          Percentage     

5% Stockholders

       

Entities affiliated with Wellington Management Group LLP(1)

  7,877,370        —        7,877,370      11.28

Entities affiliated with Fidelity Management & Research Company(2)

  7,633,980        —        7,633,980      10.94

Entities affiliated with Celgene Corporation(3)

  7,121,658        —        7,121,658      10.20

The Vanguard Group(4)

  5,625,713        —        5,625,713      8.06

BlackRock, Inc.(5)

  4,485,000        —        4,485,000      6.42

BB Biotech AG(6)

  4,158,902        —        4,158,902      5.96

Named Executive Officers and Directors

       

Jonathan Biller

  10,354        27,916       38,270                  

Christopher Bowden, M.D.

  15,487        188,907       204,394                  

Bruce Car, Ph.D.

  7,093        15,667       22,760                  

Jacqualyn A. Fouse, Ph.D.

  58,363        259,241       317,604                  

Andrew Hirsch

  —         —        —        

Paul J. Clancy

  3,278        91,801       95,079                  

Ian T. Clark

  3,278        48,401       51,679                  

Kaye Foster

  5,478        61,300       66,778                  

Maykin Ho, Ph.D.

  3,278        61,651       64,929                  

John M. Maraganore, Ph.D.(7)

  26,757        73,526       100,283                  

David Scadden, M.D.

  3,849        48,401       52,250                  

David P. Schenkein, M.D.(8)

  454,907        769,437       1,224,344      1.73

All executive officers and directors as a group (12 persons)

  602,793        1,713,912       2,316,705      3.24

*

Less than 1%.

 

(1)

Based solely on a Schedule 13G/A filed with the SEC on February 12, 2016.3, 2021. Wellington Management Group LLP (“Wellington”), Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP are each deemed to be the beneficial owner of 7,877,370 shares of common stock, with respect to which each entity reported shared voting power over 7,780,029 shares and shared dispositive power over 7,877,370 shares. Wellington Management Company LLP is deemed to be the beneficial owner of 7,769,091 shares of common stock, with respect to which it reported shared voting and dispositive power over 7,769,091 shares. The shares are owned of record by clients of the following investment advisers (the “Wellington Investment Advisers”): Wellington Management Company LLP, Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd and Wellington Management Australia Pty Ltd. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington. The address of Wellington is c/o Wellington Management Company LLP 280 Congress Street, Boston, MA 02210.

(2)

Based solely on a Schedule 13G/A filed with the SEC on March 10, 2021. FMR LLC and Abigail P. Johnson are each the beneficial owners of 5,646,0957,633,980 shares of common stock. FMR LLC has sole voting power over 588,748366,858 shares of common stock and sole dispositive power over 5,646,095 shares of common stock, and Abigail P. Johnson has sole dispositive power over 5,646,0957,633,980 shares of common stock. The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

(2)Based solely on a Schedule 13G/A filed by Capital World Investors and a Schedule 13G filed by Capital International Investors, both of which were filed with the SEC on February 12, 2016. Consists of 3,136,120 shares of common stock held by Capital World Investors and 2,162,146 shares of common stock held by Capital International Investors. Capital World Investors and Capital International Investors are divisions of Capital Research and Management Company (“CRMC”), which acts as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Capital World Investors has sole voting and dispositive power over 3,136,120 shares of common stock. Capital International Investors has sole voting power of 1,955,146 shares of common stock and sole dispositive power over 2,162,146 shares of common stock. The address of Capital World Investors is 333 South Hope Street, Los Angeles, CA 90071. The address of Capital International Investors is 11100 Santa Monica Boulevard, 16th Floor, Los Angeles, CA, 90025.

 

(3)Based solely on a Schedule 13G/A filed with the SEC on February 11, 2016. Wellington Management Group LLP (“Wellington”) is deemed to be the beneficial owner of 5,267,467 shares of common stock, with respect to which it reported shared voting power over 2,284,900 shares and shared dispositive power over 5,267,467 shares. The address of Wellington is 280 Congress Street, Boston, MA 02210.

(4)Based solely on a Schedule 13D/A filed with the SEC on December 17, 2014.November 14, 2019. Consists of 4,010,926 shares of common stock held by Celgene European Investment Company LLC (“Celgene LLC”), 708,333 shares of common stock held by Celgene Alpine Investment Co., LLC (“Celgene Alpine LLC”), 624,575 shares of common stock held by Celgene Switzerland LLC and 523,4451,777,824 shares of common stock held by Celgene Corporation (“Celgene”). Celgene LLC, Celgene Alpine LLC and Celgene AlpineSwitzerland LLC are wholly-owned subsidiaries of Celgene Corporation.Celgene. Celgene LLC has shared voting and dispositive power over 4,010,926 shares of common stock, Celgene Alpine LLC has shared voting and dispositive power over 708,333 shares of common stock, Celgene Switzerland LLC has shares voting and dispositive power over 624,575 shares of common stock and Celgene has sole voting and dispositive power over 523,4451,777,824 shares of common stock and shared voting and dispositive power over 4,719,2595,343,834 shares of common stock. On March 31, 2021, we entered into a share repurchase agreement with Bristol-Myers Squibb Company pursuant to which we agreed to repurchase 7,121,658 shares of our common stock held by certain subsidiaries of BMS and reflected in the table above. The table above does not reflect the sale of these shares, which had not closed as of the date set forth above. The address of Celgene Corporation is 86 Morris Avenue, Summit, NJ 07901.

 

(5)(4)

Based solely on a Schedule 13G13G/A filed with the SEC on February 9, 2016.10, 2021. The Vanguard Specialized Funds – Vanguard Health Care Fund -23-2439149Group (“Vanguard”) is deemed to be the beneficial owner of 2,522,0975,625,713 shares of common stock, with respect to which it reported shared voting power over 41,869 shares, sole dispositive power over 5,533,174 shares and shared dispositive power over 92,539 shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(5)

Based solely on a Schedule 13G/A filed with the SEC on January 29, 2021 by BlackRock, Inc. (“BlackRock”) and certain of its subsidiaries. BlackRock is deemed to be the beneficial owner of 4,485,000 shares of common stock, with respect to which it reported sole voting power over 2,522,0974,248,882 shares and sole dispositive power over 4,485,000 shares. The address of VanguardBlackRock is 100 Vanguard Blvd., Malvern, PA 19355.55 East 52nd Street, New York, NY 10055.

 

(6)

Based solely on a Schedule 13G/A filed with the SEC on February 9, 2016.12, 2021. BB Biotech AG (“BB Biotech”) and its wholly-owned subsidiary Biotech Target N.V. (“Biotech Target”) share voting and dispositive power over 2,159,9214,158,902 shares of common stock. The address of BB Biotech is Schwertstrasse 6, CH-8200 Schaffhausen, Switzerland and the address of Biotech Target is Snipweg 26,Ara Hill Top Building, Unit A-5, Pletterijweg Oost 1, Curacao.

(7)

Based solely on a Schedule 13G/A filed with the SEC on February 12, 2015. Includes 1,930,369 shares of common stock (the “Shares”) of which Flagship Ventures Fund 2007, L.P. (“Flagship Fund”) is the record holder. As the general partner of Flagship Fund, Flagship Ventures 2007 General Partner LLC (“Flagship GP”) may be deemed to beneficially own the Shares. Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr., as Managers of Flagship GP, may be deemed to beneficially own the Shares. Flagship Fund, Flagship GP, Dr. Afeyan and Mr. Kania share voting and dispositive power over the Shares. Each of

(7)Flagship Fund, Flagship GP, and Dr. Afeyan and Mr. Kania (the “Reporting Persons”) expressly disclaims beneficial ownership

Reflects a gift of the Shares except3,415 shares to the extent of its or his pecuniary interest therein. The address for each of the Reporting Persons is One Memorial Drive, 7th Floor, Cambridge, MA 02142.charity on February 4, 2021.

 

(8)

Includes 272,272 shares of common stock held by the David P. Schenkein 2004 Revocable Trust and 79,082 shares of common stock held by the Amy P. Schenkein 2004 Revocable Trust.

(9)Mr. Higgons stepped down as our chief operating officer, effective as of January 15, 2016.

(10)Includes 33,334 shares of common stock held by Dr. Biller and 26,000 shares of common stock held in trust for the benefit of Dr. Biller’s spouse.

(11)Includes 129,068 shares of common stock held by Dr. Cantley and 129,056 shares of common stock held by Dr. Cantley’s spouse.

(12)Dr. Cole is a non-controlling member of Flagship GP, the sole general partner of Flagship Fund. Dr. Cole does not have either voting or investment control over Flagship Fund’s shares and he disclaims beneficial ownership of Flagship Fund’s shares, except to the extent of his pecuniary interest therein. Dr. Cole holds 1,861 shares in his individual capacity.

(13)Consists of 1,630,368 shares of common stock held by Arch Venture Fund VII, L.P., or ARCH Fund VII, and 47,666 shares of common stock held by Mr. Nelsen. The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P, or ARCH Partners VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC where Mr. Nelson is a managing director and as such may be deemed to beneficially own such shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act, directors, executive officers and beneficial owners of 10% or more of our common stock, or reporting persons, are required to report to the SEC on a timely basis the initiation of their status as a reporting person and any changes with respect to their beneficial ownership of our common stock. Based solely on our review of copies of such forms that we have received, or written representations from reporting persons, we believe that during the fiscal year ended December 31, 2015, all executive officers, directors and greater than 10% stockholders complied with all applicable filing requirements, except with respect to (i) a Form 4 filing made on October 30, 2015 to report shares of common stock sold by Dr. Schenkein on October 27, 2015, (ii) a Form 4 filing made on July 8, 2015 to report shares of common stock sold by Dr. Biller on April 8, 2015 and May 7, 2015, (iii) a Form 4 filing made on October 27, 2015 to report shares of common stock sold by Dr. Cantley on October 22, 2015 and October 23, 2015, and (iv) a Form 4 filing made on June 26, 2015 to report an option grant made to Dr. Ho on June 23, 2015.

PROPOSAL 1:

ELECTION OF DIRECTORS

Our board of directors is divided into three classes, with one class of our directors standing for election each year. Directors in each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office for a three-year term and until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our directors may fill existing vacancies on the board of directors.

The term of office of our Class IIIII directors, Drs. David P. SchenkeinKaye Foster, Maykin Ho, Ph.D. and Marc Tessier-Lavigne and Mr. Robert T. Nelsen,John M. Maraganore, Ph.D., will expire at the 2016 annual meeting.Annual Meeting. The nominees for Class IIIII directors for election at the 2016 annual meetingAnnual Meeting are Ms. Foster and Drs. SchenkeinHo and Tessier-Lavigne and Mr. Nelsen.Maraganore. If any of Ms. Foster or Drs. SchenkeinHo or Tessier-Lavigne or Mr. Nelsen areMaraganore is elected at the 2016 annual meeting,Annual Meeting, such individual will be elected to serve for a three-year term that will expire at our 20192024 annual meeting of stockholders and until such individual’s successor is elected and qualified.

If no contrary indication is made, proxies in the accompanying form will be voted for Ms. Foster and Drs. SchenkeinHo and Tessier-Lavigne and Mr. NelsenMaraganore or, in the event that any of Ms. Foster and Drs. Schenkein or Tessier-Lavigne or Mr. Nelsen areHo and Maraganore is not a candidate or areis unable to serve as a director at the time of the election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy.

Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to the board of directors’ effectiveness as a whole are described in the following paragraphs.

Information Regarding Directors

The following paragraphs provide information as of the date of this proxy statementProxy Statement about each director and nominee for director, as furnished to us by the directors and nominees for director. The information presented includes information each such individual has given us about his or her age, all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the information presented below regarding each such individual’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that each of our directors and director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board.board of directors. Finally, we value their significant experience on other public company boards of directors and board committees.

Information about the number of shares of common stock beneficially owned by each of our directors and nominees for director appears above under the heading “Security Ownership of Certain Beneficial Owners and Management.”

There are no family relationships between or among any of our executive officers, directors or nominees for director.

Nominees for Election to the Board of Directors

Term Expiring at the 20192024 Annual Meeting of Stockholders, if elected at the Annual Meeting (Class III)II)

 

Name

  Age   

Present Position with Agios Pharmaceuticals, Inc.

David P. Schenkein, M.D.Kaye Foster

61Director

Maykin Ho, Ph.D.

68Director

John M. Maraganore, Ph.D.

   58   President and Chief Executive Officer and Director

Robert T. Nelsen

52Director

Marc Tessier-Lavigne, Ph.D.

56Lead Independent Director

David P. Schenkein, M.D.Kaye Foster joined Agios in August 2009 as president, chief executive officer and a member of our board of directors. Dr. Schenkein has been a hematologist and medical oncologist for more than 20 years. He currently serves as an adjunct attending physician in hematology at Tufts Medical Center. Prior to joining Agios, from March 2006 to July 2009, Dr. Schenkein was the senior vice president, clinical hematology/oncology at Genentech, Inc., a pharmaceutical company (now a member of the Roche Group, a global healthcare company), where he was responsible for numerous successful oncology drug approvals and leading the medical and scientific strategies for its BioOncology portfolio. While at Genentech, he served as an adjunct clinical professor of medical oncology at Stanford University School of Medicine. Prior to joining Genentech, he served as the senior vice president of clinical research at Millennium Pharmaceuticals, Inc. (a wholly-owned subsidiary of Takeda Pharmaceuticals Company Limited), a biopharmaceutical company, overseeing the clinical development and worldwide approval of VELCADE®, a first-in-class cancer therapy now approved to treat multiple myeloma and non-Hodgkins lymphoma. Dr. Schenkein currently serves on the board of directors of Foundation Medicine, Inc. and bluebird bio, Inc., both public biotechnology companies, and of Denali Therapeutics Inc., a private biotechnology company. Dr. Schenkein holds a B.A. in chemistry from Wesleyan University and an M.D. from the State University of New York Upstate Medical School. We believe that Dr. Schenkein’s detailed knowledge of our company and his extensive background in the biotechnology industry, including his roles at Genentech and Millennium, provide a critical contribution to our board of directors.

Robert T. Nelsenhas served as a member of our board of directors since December 2007. Mr. Nelsen was a co-founder2014. Ms. Foster has more than 25 years of ARCH Venture Partners, a venture capital firm,experience in human resources in the pharmaceutical industry and has served in various capacities for ARCH and affiliated entitiesbeen a Senior Advisor at the Boston Consulting Group since July 1986. Mr. Nelson is currently a managing director of ARCH Venture Corporation. Mr. Nelsen has played a significant role in the early sourcing, financing and development of more than 30 companies. Mr. Nelsen is a director of Sapphire Energy, Inc., Ensemble Therapeutics Corporation, Juno Therapeutics, Inc., Syros2014. Previously, she was Senior Vice President, Global Human Resources at Onyx Pharmaceuticals, Inc., NextCODEan Amgen, Inc. subsidiary and a biopharmaceutical company, or Onyx, from 2010 to 2014. At Onyx, which was acquired by Amgen in 2013, she led all aspects of human resources for U.S. and global operations. Prior to joining Onyx, Ms. Foster was Global Vice President of Human Resources and an Executive Committee member at Johnson and Johnson Corporation, a publicly traded healthcare company, from 2003 to 2010. Before Johnson and Johnson, Ms. Foster held several senior human resources executive positions with Pfizer Inc., a publicly traded pharmaceuticals company, supporting its pharmaceuticals businesses in Japan, Asia, Africa, Middle East and Latin America and, notably, led the integration of both the Warner-Lambert and Pharmacia mergers for these regions. Prior to that, she gained 10 years of operational experience within The Yellow Pages. She currently serves on the board of directors and compensation committee of Grail, Inc., or Grail, a private biotechnology company acquired by Illumina, Inc., on the board of directors and compensation and community equity committee of Resilience Inc. , a private management consulting company, on the board of directors and quality and major gifts committee of Stanford Health (a subsidiaryCare, a hospital and healthcare system, on the board and human resources committee of WuXi PharmaTech Inc.), Hua Medicine Ltd., Saga Investments, LLC, Arivale Inc., Denali Therapeutics, Faraday Pharmaceuticals, Inc., GRAIL Bio (a subsidiarySpelman College and chairs the Glide Memorial Foundation Board of Illumina, Inc.), Omniome, Sienna Biopharmaceuticals, Inc. and UNITY Biotechnology, Inc. Mr. Nelsen previously served as a TrusteeTrustees. She earned her undergraduate degree at Baruch College of the Fred Hutchinson Cancer Research Institute, the Institute for Systems Biology, and as a director of the National Venture Capital Association. Mr. Nelsen previously served on the boards of Bellerophon Therapeutics, Inc., Fate Therapeutics, Inc., Elixir Pharmaceuticals, Inc., Ikaria Inc., Kythera Biopharmaceuticals, Inc., NeurogesX, Inc., Sage Therapeutics, Inc., and entities affiliated with deCode Genetics, Inc., among others. Mr. Nelsen received a B.S. with majors in biology and economics from theCity University of Puget SoundNew York and anreceived her M.B.A. from theColumbia University, Graduate School of Chicago.Business. We believe Mr. Nelsen is qualifiedMs. Foster’s qualifications to sitserve on our board of directors due to hisinclude her extensive experience as an investorexecutive in the pharmaceuticals industry, including her experience in people management, compensation planning and director of, early stage biopharmaceuticaldriving and life sciences companies.maintaining corporate culture.

Marc Tessier-Lavigne,Maykin Ho, Ph.D. has served as a member of our board of directors since September 2011, including as chairman of our board of directors since June 2015. Dr. Tessier-LavigneHo has more than 30 years of experience in the healthcare and finance industries. She has been a venture partner at Qiming Venture Partners, a venture capital firm in China and Hong Kong, since July 2015. From July 1992 to February 2015, she held various positions at Goldman Sachs, a global investment bank, including: from 2010 to 2015, she served as presidentadvisory director of the Rockefeller University,global healthcare investment banking; from 2002 to 2010, she served as wellpartner and co-head of healthcare investment research; and from 1992 to 2010 she served as professor and Head of the Laboratory of Brain Development and Repair, since March 2011. Previously, he was employed at Genentech from 2003 to March 2011, where he became executive vice president forsenior biotechnology research and chief scientific officer, and directed 1,400 people in disease research and drug discovery in cancer, immune disorders, infectious diseases and neurodegenerative diseases.analyst. Prior to his tenureGoldman Sachs, Dr. Ho held various managerial positions in licensing, strategic planning, marketing and research at Genentech, Dr. Tessier-Lavigne was an investigator with the Howard Hughes Medical Institute from

1994 to 2003DuPont-Merck Pharmaceuticals, a global pharmaceutical company, and a professor at Stanford University and the University of California, San Francisco from 1991 to 2003. HeDuPont de Nemours & Company. She is a member of the board of directors and audit committee of publicly-traded biopharmaceutical companies Regeneron PharmaceuticalsFibrogen, Inc. and Juno Therapeutics and chairman, a publicly traded biotechnology company, a member of the board of Denali Therapeutics. Hedirectors, audit committee and chairs the nominating and corporate governance committee of Grail, a member of the board of directors and audit committee of Parexel International, a privately-held, global pharmaceutical services company, and a member of the board of directors, audit committee and science and technology committee of BioMarin Pharmaceutical Inc., a public biopharmaceutical company. Dr. Ho also serves on the board of trusteesdirectors, audit committee and investment committee of two non-profit research institutes: the Rockefeller University and the Rockefeller ArchiveAaron Diamond AIDS Research Center and the board of directorsInstitute for Protein Innovation. In addition, she is a member of the Federal Reserve BankBiotech Advisory Panel of New York.The Stock Exchange of Hong Kong. Previously, Dr. Tessier-Lavigne previouslyHo served on the board of directors and audit committee of Pfizer Inc.,Parexel International when it was a publicly-traded pharmaceuticals company. He is a memberpublicly traded company, and on the investment committee of the National AcademySociety of Sciences and its InstituteNeuroscience. She was a postdoctoral fellow at the pathology department of Medicine,Harvard Medical School and a fellowgraduate of the Royal Society (UK), the Royal SocietyAdvanced Management Program at The Fuqua School of Canada, the American Academy of Arts and Sciences, the American Association for the Advancement of Science, and the Academy of Medical Sciences (UK). Dr. Tessier-Lavigne earned undergraduate degrees from McGill University and from Oxford University, where he was a Rhodes Scholar. He received his Ph.D. from University College London, and conducted postdoctoral work at the MRC Developmental Neurobiology Unit in London and at ColumbiaBusiness, Duke University. Dr. Tessier-Lavigne’s qualificationsHo received a Ph.D. in microbiology and immunology and a B.S. from the State University of New York, Downstate

Medical Center. We believe Dr. Ho is qualified to sitserve on our board of directors include his pioneeringdue to her extensive experience in healthcare investment research his deep scientific knowledge and his reputationbanking.

John M. Maraganore, Ph.D. has served as a member of our board of directors since November 2011. Dr. Maraganore is our lead independent director. Since 2002, Dr. Maraganore has served as the chief executive officer and as a director of Alnylam Pharmaceuticals, Inc., or Alnylam, a publicly traded biopharmaceutical company. From 2002 to 2007, Dr. Maraganore also served as president of Alnylam. From 1997 to 2002, Dr. Maraganore served in a number of leadership roles including as senior vice president, strategic product development with Millennium Pharmaceuticals, Inc., a biopharmaceutical company (now Takeda Oncology), or Millennium. Before Millennium, he served as director of molecular biology and director of market and business development at Biogen. Prior to Biogen, Dr. Maraganore was a scientist at ZymoGenetics, Inc., a biotechnology company, and The Upjohn Company, a pharmaceutical manufacturing company. Dr. Maraganore was formerly a director of bluebird bio, Inc., or bluebird, a publicly traded biopharmaceutical company. In addition, he was formerly a venture partner at Third Rock Ventures, L.P., and was formerly chairman of the board of directors of Regulus Therapeutics, Inc., a publicly traded biotechnology company. Dr. Maraganore serves as a strategic advisor and investor to Brii Biosciences, a private biotechnology company, and also serves in advisory roles with General Atlantic, a private equity firm, and Pictet & Cie, an exceptional leaderinvestment firm. He is the former chair and current member of the Executive Committee, the Emerging Companies Section Governing Board and the Health Section Governing Board of the Biotechnology Innovation Organization (BIO). Dr. Maraganore holds an M.S. and a Ph.D. in Biochemistry and Molecular Biology from the University of Chicago and a B.A. in Biological Sciences also from the University of Chicago. We believe that Dr. Maraganore is qualified to serve on our board of directors because he has over 35 years of experience in the biotechnology industry.industry, bringing to our board of directors critical scientific, research and development, international and general management expertise.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF MS. FOSTER AND DRS. DAVID P. SCHENKEINHO AND MARC TESSIER-LAVIGNE AND MR. ROBERT T. NELSEN.MARAGANORE.

Members of the Board of Directors Continuing in Office

Term Expiring at the

2022 Annual Meeting of Stockholders (Class III)

Name

Age

Present Position with Agios Pharmaceuticals, Inc.

Jacqualyn A. Fouse, Ph.D.

59Chief Executive Officer and Director

David Scadden, M.D.

68Director

David P. Schenkein, M.D.

63Chairman

Jacqualyn A. Fouse, Ph.D. joined Agios as chief executive officer on February 1, 2019 and has served as a member of our board of directors since December 2017. Dr. Fouse served as executive chair of Dermavant Sciences, a biopharmaceutical company, from July 2017 until September 2018. From September 2010 until June 2017, Dr. Fouse served in various capacities at Celgene Corporation, a biopharmaceutical company, or Celgene, serving as strategic advisor to the management executive committee from April 2017 to June 2017, president and chief operating officer from March 2016 to March 2017, president, hematology and oncology from August 2014 to February 2016, executive vice president and chief financial officer from February 2012 to July 2014, and senior vice president and chief financial officer from September 2010 to February 2012. Prior to joining Celgene, Dr. Fouse served as chief financial officer of Bunge Limited, or Bunge, a global agribusiness and food company, from 2007 to 2010. Prior to joining Bunge, Dr. Fouse served as senior vice president, chief financial officer and corporate strategy at Alcon Laboratories, Inc., or Alcon, a global medical company, from 2006 to 2007, and as its senior vice president and chief financial officer from 2002 to 2006. Prior to her time with Alcon she held a variety of senior leadership roles with international companies. Dr. Fouse is also a director and

member of the audit committee and nominating and corporate governance committee of Incyte Corporation, or Incyte, a publicly traded biopharmaceutical company, and was a director of Perrigo Company, a public pharmaceutical manufacturer, Celgene and Dick’s Sporting Goods, Inc. a publicly traded sporting goods retailer. Dr. Fouse earned a B.A. and an M.A. in Economics and a Ph.D. in Finance from the University of Texas at Arlington. She also earned a Masters in Environmental Management from the Yale University School of Forestry and Environmental Studies. We believe Dr. Fouse is qualified to serve as a member of our board of directors due to her extensive experience in the biotechnology sector and her international and senior leadership experience.

David Scadden, M.D. has served as a member of our board of directors since May 2017. Dr. Scadden is a hematologist/oncologist and an expert on the medical application of stem cell biology with a particular emphasis on its use in the setting of cancer. He is the Gerald and Darlene Jordan Professor of Medicine at Harvard University, a position he has held since 2006. Since 1995, Dr. Scadden has practiced at the Massachusetts General Hospital, where he founded and directs the Center for Regenerative Medicine and directed the Hematologic Malignancies Center of the MGH Cancer Center for 10 years. Dr. Scadden co-founded and co-directs the Harvard Stem Cell Institute and is Chairman emeritus and Professor of the Harvard University Department of Stem Cell and Regenerative Biology. He is a member of the National Academy of Medicine, the American Academy of Arts and Sciences, is an associate member of the Broad Institute of Harvard and MIT and is a former member of the Board of External Experts for the National Heart, Lung and Blood Institute, the Board of Scientific Counselors for the National Cancer Institute, Board of Directors of the International Society for Stem Cell Research and the Executive Committee of the American Society of Hematology. Dr. Scadden is on the board of directors and nominating and governance and science and technology committees of Editas Medicine, Inc., a publicly traded biotechnology company, and on the boards of directors of the private biotechnology companies LifeVault Bio and Clear Creek Bio, Inc. Dr. Scadden is also a scientific founder of Fate Therapeutics, a publicly traded biotechnology company, and a scientific founder and member of the board of directors and scientific advisory board of Magenta Therapeutics, a publicly traded biotechnology company. He is the recipient of numerous honors including the E. Donnall Thomas and the Dameshek awards from the American Society of Hematology and awards from the Doris Duke Charitable Trust, the Ellison Medical Foundation, the Burroughs Welcome Fund, and the Leukemia and Lymphoma Society. Dr. Scadden holds degrees from Bucknell University, Case Western Reserve University and honorary degrees from Harvard University, Bucknell University and Lund University in Sweden. We believe Dr. Scadden is qualified to serve on our board of directors due to his scientific expertise in the field of hematology.

David P. Schenkein, M.D. has served as a member of our board of directors since August 2009, as our executive chairman from February 2019 to February 2020, and as the chairman of our board of directors since February 2020. Dr. Schenkein also served as our president and chief executive officer from August 2009 until February 2019. Dr. Schenkein has been a hematologist and medical oncologist for more than 30 years. He currently serves as a general partner of GV, the venture capital arm of Alphabet Inc. (formerly Google), and is an adjunct attending physician in hematology at Tufts Medical Center. Prior to joining Agios, from 2006 to 2009, Dr. Schenkein was the senior vice president, clinical hematology/oncology at Genentech Inc. (now a member of the Roche Group, a global healthcare company), or Genentech, where he was responsible for numerous successful oncology drug approvals and leading the medical and scientific strategies for its bio-oncology portfolio. While at Genentech, he served as an adjunct clinical professor of medical oncology at Stanford University School of Medicine. Prior to joining Genentech, he served as the senior vice president of clinical research at Millennium, overseeing the clinical development and worldwide approval of VELCADE®, a first-in-class cancer therapy now approved to treat multiple myeloma and non-Hodgkins lymphoma. Dr. Schenkein currently serves on the board of directors of Prime Medicine, Inc., a private biotechnology company, Leyden Labs, Inc., a private biotechnology company, and on the board of directors, nominating and corporate governance committee and science and technology committee of Denali Therapeutics Inc., a publicly traded biotechnology company. Dr. Schenkein was formerly on the board of directors of Foundation Medicine, Inc., a publicly traded biotechnology company and on the board of directors, compensation committee and nominating and corporate governance committee of bluebird. Dr. Schenkein holds a B.A. in chemistry from Wesleyan University and an M.D. from the State University of New York Upstate Medical School. We believe

that Dr. Schenkein’s detailed knowledge of our company and of hematology and his extensive background in the biotechnology industry, including his roles at Genentech and Millennium, provide a critical contribution to our board of directors.

Term Expiring at the

2023 Annual Meeting of Stockholders (Class I)

 

Name

  Age   

Present Position with Agios Pharmaceuticals, Inc.

Lewis C. Cantley, Ph.D.Paul J. Clancy

   6759   Director

Paul J. ClancyIan T. Clark

   5460   Director

Lewis C. Cantley, Ph.D. has served as a member of our board of directors since August 2007. Dr. Cantley has served as a director of the Cancer Center at Weill Cornell Medical College and New York-Presbyterian Hospital since October 2012. Prior to that, from 1992 to 2012, Dr. Cantley was a professor of systems biology at Harvard Medical School and chief of the division of Signal Transduction at Beth Israel Deaconess Medical Center, a major teaching hospital of Harvard Medical School in Boston. From 2007 to 2012, Dr. Cantley also served as director of the Cancer Center at Beth Israel Deaconess Medical Center. Dr. Cantley is a member of the American Academy of Arts and Sciences and the National Academy of Sciences, and serves on the editorial boards of the journalsCell and theJournal of Cell Biology. He currently serves on the board of directors of the American Association of Cancer Research and Hope Foundation for Cancer Research, non-profit organizations that promote cancer research. Dr. Cantley is the recipient of the 2005 Pezcoller Foundation-American Association for Cancer Research International Award for Cancer Research, for his leadership in the field of signal transduction, including the discovery of the phosphatidylinositol-3-kinase (PI3K) signaling pathway. Dr. Cantley received his B.S. in chemistry from West Virginia Wesleyan College, and obtained a Ph.D. in biophysical chemistry from Cornell University. Dr. Cantley’s qualifications to sit on our board of directors include his position as a foremost expert in understanding the biochemical pathways linking cancer and metabolism.

Paul J. Clancy has served as a member of our board of directors since September 2013. Mr. Clancy has more than 2035 years of experience in financial management and strategic business planning,planning. Mr. Clancy served as a senior advisor from November 2019 through July 2020 and hasas the Executive Vice President and Chief Financial Officer from July 2017 through October 2019 of Alexion Pharmaceuticals, Inc., a publicly traded biopharmaceutical company. Mr. Clancy served as the executive vice presidentExecutive Vice President and chief financial officerChief Financial Officer at Biogen Inc. (formerly known as Biogen Idec), a publicly-traded biopharmaceutical company, sinceor Biogen from August 2007.2007 through June 2017. He also served as senior vice president of finance of Biogen Idec, with responsibilities for leading the treasury, tax, investor relations and business planning groups. Prior to

the merger of Biogen and Idec Pharmaceutical Corporation, Mr. Clancy was the vice president of portfolio management at Biogen Inc.Biogen. He joined Biogen Inc. in 2001 as vice president of U.S. marketing. Before Biogen, Inc., Mr. Clancy spent 13 years at PepsiCo Inc., a publicly-tradedpublicly traded food and beverage company, serving in a variety of financial and general management positions, including vice president and general manager of their Great West Business Unit.positions. Mr. Clancy is a memberon the board of the Board of Directorsdirectors, audit committee and compensation committee of Incyte Corporation.and on the board of directors and audit and finance committee of Exact Sciences, a publicly traded molecular diagnostics company. Mr. Clancy is also on the board of directors, audit committee and compensation committee of Xilio Therapeutics, a private biotechnology company. Mr. Clancy is currently a Senior Visiting Lecturer of Finance at Cornell University. Mr. Clancy has an MBAM.B.A. from Columbia Business School in New York City and received his B.S. in business administration from Babson College in Wellesley, MA. We believe Mr. Clancy is qualified to serve as a member of our board of directors due to his extensive financial and executive leadership experience at large multi-national companies.

Term Expiring at the

2018 Annual Meeting of Stockholders (Class II)

Name

Age

Present Position with Agios Pharmaceuticals, Inc.

Douglas G. Cole, M.D.

55Director

Kaye Foster

56Director

Maykin Ho, Ph.D.

63Director

John M. Maraganore, Ph.D.

53Director

Douglas G. Cole, M.D.Ian T. Clark has served as a member of our board of directors since December 2007. Dr. Cole has been a general partner of Flagship Ventures, where he has focused on life science investments, since 2001. He currently serves on the board of directors of Editas Medicine, Inc., a public biotechnology company, and on the boards of directors of several private biopharmaceutical companies, including Denali Therapeutics, Ensemble Therapeutics, KSQ Therapeutics, Inc., Quanterix Corporation, Permeon Biologics, Inc., and Torque Therapeutics, Inc. In the past five years, Dr. Cole has served on the boards of Seventh Sense Biosystems, Inc., Resolvyx Pharmaceuticals, Inc., Receptos, Inc., AVEO Pharmaceuticals, Inc., Tetraphase Pharmaceuticals, Inc., Concert Pharmaceuticals, Inc., Selecta Biosciences, Inc., Avedro, Inc., Zalicus, Inc. (formerly CombinatoRx), Moderna Therapeutics, CGI Pharmaceuticals, Syros Pharmaceuticals and Morphotek Inc. Dr. Cole holds a B.A. in English from Dartmouth College and an M.D. from the University of Pennsylvania School of Medicine. We believe Dr. Cole’s qualifications to sit on our board of directors include his substantial experience as an investor in emerging biopharmaceutical and life sciences companies, as well as his experience serving on the board of directors for several biopharmaceutical companies.

Kaye Fosterhas served as a member of our board of directors since December 2014. Ms. Foster2016. Mr. Clark has more than 25 years of experience in human resources in the pharmaceutical industry and is the former senior vice president, global human resources at Onyx Pharmaceuticals, Inc., an Amgen subsidiary and a biopharmaceutical company. At Onyx, which was acquired by Amgen in 2013, she led all aspects of human resources for U.S. and global operations. Prior to joining Onyx, Ms. Foster was global vice president of human resources and an executive committee member at Johnson and Johnson, a publicly-traded healthcare company, from 2003 to 2010. Before Johnson and Johnson, Ms. Foster held several senior human resources executive positions with Pfizer Inc., a publicly-traded pharmaceuticals company, supporting its pharmaceuticals businesses in Japan, Asia, Africa, Middle East and Latin America and, notably, led the integration of both the Warner-Lambert and Pharmacia mergers for these regions. Prior to that, she gained 10 years of operational experience within The Yellow Pages. She currently serves on the board of directors of Stanford Health Care, a hospital and healthcare system, and also serves on the boards of Spelman College, Glide Memorial Church and Girls for a Change. She earned her undergraduate degree at Baruch College of the City University of New York and received her MBA from Columbia University, Graduate School of Business. We believe Ms. Foster’s qualifications to serve on our board of directors include her extensive experience as an executive in the pharmaceuticals industry.

Maykin Ho, Ph.D. has served as a member of our board of directors since June 2015. Dr. Ho has more than 3035 years of experience in the healthcare and finance industries. She isbiotechnology industry. Mr. Clark currently serves as an operating partner at Blackstone Life Sciences, a retired partner of the Goldman

Sachs Group where she served as senior biotechnology analyst, co-head of healthcare for globalprivate investment research and advisory director for healthcare investment banking. Previously, Dr. Ho held various managerial positions in licensing, strategic planning, marketing and research at DuPont-Merck Pharmaceuticals and DuPont de Nemours & Company. She is a member of the board of directors and chair of the audit committee for the Aaron Diamond AIDS Research Center, a non-profit organization in New York, and serves on the board of directors of PAREXEL International, a publicly-traded multinational life sciences consulting firm. She also served on the investment committee of the Society of Neuroscience. Dr. HoPrior to that, he was a postdoctoral fellow at the pathology department of Harvard Medical School and a graduate of the Advanced Management Program at The Fuqua School of Business, Duke University. She received a Ph.D. in microbiology and immunology and a B.S. from the State University of New York, Downstate Medical Center. We believe Dr. Ho is qualified to serve on our board of directors due to her extensive experience in healthcare investment banking.

John M. Maraganore, Ph.D.has served as a member of our board of directors since November 2011. Since December 2002, Dr. Maraganore has served as the chief executive officer and as a director of Alnylam Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company. From December 2002 to December 2007, Dr. Maraganore served as president of Alnylam. From April 2000 to December 2002, Dr. Maraganore served as senior vice president, strategic product development with Millennium Pharmaceuticals. Before Millennium, he served as director of molecular biology and director of market and business development at Biogen. Prior to Biogen, Dr. Maraganore was a scientist at ZymoGenetics, Inc., a biotechnology company, and The Upjohn Company, a pharmaceutical manufacturing company. Dr. Maraganore is a director of bluebird bio, Inc., a publicly-traded biopharmaceutical company, and Tempero Pharmaceuticals, a majority-owned subsidiary and affiliate of GlaxoSmithKline. In addition, he was formerly a venture partner at Third Rock Ventures, L.P., where he participated in a limited capacity focusing on guiding strategy for Third Rock and its portfolio companies, and was formerly chairman of the board of directors of Regulus Therapeutics, Inc., a publicly-traded company. He is also a member of the Immunology Advisory Council of Harvard Medical School and a member of the board of directors of Genentech, a position he held from 2010 to 2016. Mr. Clark served for 12 years on the Genentech Executive Committee, initially as EVP of Commercial Operations. Before that, he served as SVP and General Manager of BioOncology. Prior to Genentech, Mr. Clark spent 23 years in positions of increasing responsibility at Novartis, Sanofi-Synthelabo SA (Aventis SA), Ivax Pharmaceuticals, Inc. and G.D. Searle, LLC, a subsidiary of Monsanto Corporation, working in the UK, Canada, Eastern Europe and France. Mr. Clark is a member of the boards of directors of the following publicly traded biotechnology companies: Takeda Pharmaceutical Company Limited (also on the compensation committee); Guardant Health, Inc. (lead independent director, chair of the compensation committee and a member of the audit committee); Corvus Pharmaceuticals, Inc. (also on the compensation committee and nominating and corporate governance committees); Olema Pharmaceuticals, Inc.; and AvroBio, Inc. (also chair of the compensation committee). He was formerly on the boards of directors of Forty Seven, Inc. (prior to its acquisition by Gilead Sciences, Inc. or Gilead), Shire plc (prior to its acquisition by Takeda), Kite Pharma, Inc. (prior to its acquisition by Gilead), Vernalis plc, and TerraVia Holdings, Inc. Mr. Clark served on the Board of the Biotechnology Industry Organization. Dr. Maraganore holdsAssociation, and as a member of the economic advisory council of the 12th District of the Federal Reserve. He also served on the BioFulcrum Board of the Gladstone Institute, as Chair of the External Advisory Board to Southampton University’s Institute for Life Sciences and as an M.S. andadvisor to Blackstone Life Sciences. We believe Mr. Clark is qualified to serve as a Ph.D. in Biochemistry and Molecular Biology from the Universitymember of Chicago and a B.A. in Biological Sciences also from the Universityour board of Chicago. Dr. Maraganore has over 25 years ofdirectors due to his extensive experience in and knowledge of the biotechnology industry, bringing to our board critical scientific, researchsector and development,his international and general management expertise.leadership experience.

CORPORATE GOVERNANCE

General

We believe that good corporate governance is important to ensure that Agios Pharmaceuticals, Inc. is managed for the long-term benefit of our stockholders. This section describes key corporate governance practices that we have adopted. We have adopted a code of business conduct and ethics, which applies to all of our officers, directors and employees, corporate governance guidelines and charters for our audit committee, our compensation committee, our nominating and corporate governance committee and our science and technology committee. We have posted copies of our code of business conduct and ethics and corporate governance guidelines, as well as each of our committee charters, on the Corporate Governance page of the Investors & Media section of our website, www.agios.com, which you can access free of charge. Information contained on the website is not incorporated by reference in, or considered part of, this proxy statement.Proxy Statement. We intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics that are required to be disclosed by law or NASDAQNasdaq listing standards. We will also provide copies of these documents, as well as our other corporate governance documents, free of charge, to any stockholder upon written request to Renee Leck,Holly Manning, Senior Director, Investor Relations, at 88 Sidney Street, Cambridge, MA 02139,Massachusetts 02139; telephone: 617-649-8600;e-mail: renee.leck@agios.com. Holly.Manning@agios.com.

Corporate Governance Guidelines

Our Boardboard of directors has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of Agios and our stockholders. These guidelines, which provide a framework for the conduct of our board’s business, provide that:

 

our board’s principal responsibility is to oversee the management of Agios;

 

a majority of the members of our board shall be independent directors;

 

the independent directors meet regularly in executive session;

 

directors have full and free access to management and, as necessary and appropriate, independent advisors;

 

new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and

 

our board and its committees will conduct a self-evaluation periodically to determine whether they are functioning effectively.

Environmental Sustainability and Social Responsibility

At Agios, we are committed to building a sustainable business that provides long-term value for all our stakeholders. We support environmental, social and governance (ESG) initiatives that are aligned with our culture and values and that may positively impact the patients we serve, our employees, our communities and our world. Our vision to make the world a better place is foundational to Agios. We are driven to improve the lives of those fighting life-threatening and life-altering diseases, including genetically defined diseases that have often been overlooked or neglected.

More information about our ESG initiatives can be found in our 2021 Environmental, Social and Governance Report, available on the “Investors” tab of our website www.agios.com.

Director Determination of Independence

Rule 5605 of the NASDAQNasdaq Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the NASDAQNasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent, that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act and that compensation committee members also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Under Rule 5605(a)(2) of the NASDAQNasdaq Listing Rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere

with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in their capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (ii) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

OurIn March 2021, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Drs.Dr. Fouse, our chief executive officer, and Dr. Schenkein, and Cantley and Mr. Karsen, who resigned from our board of directors effective March 1, 2016,chairman, is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQNasdaq Listing Rules. OurIn addition, our board of directors also determined that Mr. Clancy, Dr. Ho and Drs. Cole andDr. Maraganore, who comprise our audit committee, Mr. Clark, Ms. Foster and Dr. Maraganore, and Mr. Nelsen, who comprise our compensation committee, and Dr. Cole,Mr. Clark, Ms. Foster and Dr. Ho, who are members ofcomprise our nominating and corporate governance committee, satisfy the independence standards for such committees established by the Securities and Exchange CommissionSEC and the NASDAQNasdaq Listing Rules, as applicable. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company, including any relevant transactions described below in “Certain Relationships and Related Party Transactions” and the beneficial ownership of our capital stock by each non-employee director, as well as all other facts and circumstances our board of directors deemed relevant in determining independence.

Board Leadership Structure

Our corporate governance guidelines provide that the nominating and corporate governance committee shall periodically assess our board of directors’ leadership structure, including whether the offices of chief executive officer and chairman of the board of directors should be separate and why the board of directors’ leadership structure is appropriate given the specific characteristics or circumstances of our company. These guidelines provide the board of directors with flexibility to determine whether the two roles should be combined or separated based upon our needs and the board of directors’ assessment of its leadership from time to time. We currently separate the roles of chief executive officer and chairman of the board of directors. Separating the duties of the chairman of the board from the duties of the chief executive officer allows our chief executive

officer to focus on our day-to-day business, while allowing the chairman of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Specifically, the chairman of our board of directors presides over meetings of the board of directors, facilitates communications between management and the board of directors and assists with other corporate governance matters.

Because Dr. Schenkein, the chairman of our board of directors, is not independent within the meaning of the Nasdaq Listing Rules, our board of directors, upon the recommendation of our nominating and corporate governance committee, has determined that the roles of chairman of the board and chief executive officer should be separated at the current time. Accordingly, our Board has appointed Dr. Tessier-Lavigne,Maraganore as lead independent director. Dr. Maraganore is an independent director within the meaning of NASDAQthe Nasdaq Listing Rules (see “Director Determination of Independence” above), as the chairman of the board of directors. Dr. Tessier-Lavigne possesses an in-depth knowledge of our issues, opportunities and challenges. We believe he is the person best positioned to ensure our board of directors’ time and attention is focused on the most critical matters. Our board of directors believes Dr. Tessier-Lavigne is a decisive leader who commands accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders, employees and strategic partners. Dr. Tessier-Lavigne’s. His duties as chairman of the boardlead director include the following:

 

chairing

Chairing meetings of the independent directors in executive session;

 

meeting

Meeting with any director who is not adequately performing his or her duties as a member of our board of directors or any committee;

 

facilitating

Facilitating communications between other members of our board of directors, our chairman and theour chief executive officer;

preparing or approvingWorking with our chairman and our chief executive officer in the preparation of the agenda for each board meeting;

meeting and in determining the frequency and length of board meetings and recommending whenneed for special meetings of our board should be held; andof directors;

 

reviewing

Reviewing and, if appropriate, recommending action to be taken with respect to written communications from stockholders submitted to our board of directors (see “Communications with Ourour Board of Directors” below).; and

Our board decided to separate the roles of

Consulting with our chairman and our chief executive officer because it believes that leadership structure offers the following benefits:

increasing the independent oversight of Agioson matters relating to corporate governance and enhancing our board’s objective evaluation of our chief executive officer;board performance.

freeing the chief executive officer to focus on company operations instead of board administration;

providing the chief executive officer with an experienced sounding board;

providing greater opportunities for communication between stockholders and our board;

enhancing the independent and objective assessment of risk by our board; and

providing an independent spokesman for our company.

Although our board decided to separate the roles of chairman and chief executive officer, ourOur nominating and corporate governance committee believes it is appropriate for our chief executive officer to serve as a member ofevaluates our board leadership structure from time to time and may recommend further alterations of directors.this structure in the future.

Director Nomination Process

Director Qualifications

In evaluating director nominees, the nominating and corporate governance committee will consider among other things the following factors:

 

reputation for personal and professional integrity, honesty and adherence to high ethical standards;

 

demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of our company;

 

strong finance experience;

 

commitment to understand our company and its industry;

 

interest and ability to understand the sometimes conflicting interests of the various constituencies of our company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders;

diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

 

diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized experience; and

 

practical and mature business judgment, including the ability to make independent analytical inquiries.

The nominating and corporate governance committee’s goal is to assemble a board of directors that brings to the company a variety of perspectives and skills derived from high quality business and professional experience. Moreover, the nominating and corporate governance committee believes that the background and qualifications of the board of directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

The nominating and corporate governance committee has not adopted a formal policy with respect to a fixed set of specific minimum qualifications, including diversity, for its candidates for membership on the board of directors. The committee may consider such other facts, including, without limitation, diversity, as it may deem are in the best interests of our company and its stockholders. Our directors’ performance and qualification criteria are reviewed periodically by the nominating and corporate governance committee.

Identification and Evaluation of Nominees for Directors

The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our board of directors with that of obtaining a new perspective or expertise.

If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election, the nominating and corporate governance committee identifies a new nominee that meets the criteria above. The committee generally inquires of our board of directors and members of management for their recommendations. The committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience and background of candidates. Final candidates, if other than our current directors, would be interviewed by the members of the nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of our company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors. To date, the nominating and corporate governance committee has not utilized third-party search firms to identify board of director candidates. The nominating and corporate governance committee may in the future choose to do so in those situations where particular qualifications are required or where existing contacts are not sufficient to identify an appropriate candidate.

Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical

information and background materials and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Corporate Secretary, Agios Pharmaceuticals, Inc., 88 Sidney Street, Cambridge, Massachusetts 02139. Assuming that appropriate biographical and background material has been provided on or before the dates set forth in the section below entitled “Stockholder Proposals,” the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.others, as described above.

Communications with Our Board of Directors

Our Boardboard of directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The chairman of the board of directors (if anOur lead independent director),director or the lead director (if one is appointed), or otherwise the chair of our Nominatingnominating and Governance Committee,corporate governance committee, with the assistance of our Corporate Secretary or his or her designee, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he or she considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman of the board considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our board of directors should address such communications to Agios Pharmaceuticals, Inc., c/o Corporate Secretary, 88 Sidney Street, Cambridge, MAMassachusetts 02139.

Board Meetings and Attendance

Our board of directors met fivethirteen times during our fiscal year 2015,2020, including telephonic and virtual meetings. During the year, each of our directors attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which they served.

Director Attendance at Annual Meetings

Although our company does not have a formal policy regarding attendance by members of our board of directors at our annual meeting, we encourage all of our directors to attend. All of our then-serving directors attended our 20152020 annual meeting of stockholders.

Board Committees

We have four standing committees: the audit committee, the compensation committee, the nominating and corporate governance committee and the science and technology committee. Each of these committees has a written charter approved by our board of directors. A copy of each charter can be found underon the “Investors & Media—Corporate Governance”Governance page of the Investors section of our website, at www.agios.com.www.agios.com.

Audit Committee

The members of our audit committee are Mr. Clancy, Dr. Ho and Drs. Cole andDr. Maraganore. Mr. Clancy is the chair of the audit committee. Our board of directors has determined that Mr. Clancy qualifiesand Ms. Ho qualify as an audit committee financial expertexperts within the meaning of SEC regulations and the NASDAQNasdaq Listing Rules. In making this determination, our board of directors has considered the formal education and nature and scope of such director’s his or her

previous experience, coupled with past and present service on various audit committees. Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. The audit committee met sevennine times during fiscal year 2015,2020, including telephonic meetings. The audit committee’s responsibilities include:

 

appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

 

overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

 

reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

 

recommending to our board of directors whether the audited financial statements should be included in our annual report;

 

monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

 

overseeing our internal audit function;

 

discussing our major financial risk exposures and risks relating to data privacy and cybersecurity, and our risk management policies;

 

establishing policies regarding hiring employees from the registered public accounting firm and procedures for the receipt, retention and treatment of accounting related complaints and concerns;

 

meeting independently with our internal auditing staff, registered public accounting firm and management;

 

reviewing and approving or ratifying any related person transactions; and

 

preparing the audit committee report required by SEC rules, which is included on page 31 of this proxy statement.Proxy Statement.

Compensation Committee

The members of our compensation committee are Ms. Foster, Mr. Clark and Dr. Maraganore and Mr. Nelsen.Maraganore. Ms. Foster is the chair of the compensation committee. Our compensation committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. The compensation committee met six times during fiscal year 2015.2020. The compensation committee’s responsibilities include:

 

reviewing and approving corporate goals and objectives relevant to CEO compensation;

 

making recommendations to our board of directors with respect to the compensation of our chief executive officer, and reviewing and approving the compensation of our other executive officers;

overseeing an evaluation of our senior executives;

 

overseeing and administering our cash and equity incentive plans;

reviewing and making recommendations to our board of directors with respect to director compensation;

 

reviewing and discussing with management our “Compensation Discussion and Analysis”;Analysis,” which is included on page 34 of this Proxy Statement; and

 

preparing the compensation committee report required by SEC rules, which is included on page 5952 of this proxy statement.Proxy Statement.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Ms. Foster, Mr. Clark and Drs. Cole andDr. Ho. Ms. Foster is the chair of the nominating and corporate governance committee. The nominating and corporate governance committee met threefour times during fiscal year 2015.2020. The nominating and corporate governance committee’s responsibilities include:

 

identifying individuals qualified to become board members;

 

recommending to our board of directors the persons to be nominated for election as directors and to each committee of our board of directors;

 

reviewing and making recommendations to the board of directors with respect to management succession planning;planning and human capital matters;

 

developing and recommending corporate governance principles to the board;board of directors; and

 

overseeing periodic evaluations of the board.board of directors.

The processes and procedures followed by our nominating and corporate governance committee in identifying and evaluating director candidates are described above under the heading “Director Nomination Process”.

Science and Technology Committee

The members of our science and technology committee are Drs. Tessier-LavigneDr. Scadden, Dr. Fouse and Cantley. Dr. Tessier-LavigneSchenkein. Dr. Scadden is the chair of the science and technology committee. The science and technology committee assists our board’s oversight of our research and development activities. The science and technology committee met four times during fiscal year 2015,2020, including telephonic meetings. The science and technology committee’s responsibilities include:

 

reviewing, evaluating, and advising our board of directors and management regarding our long-term strategic goals and objectives and the quality and direction of our research and development programs;

 

monitoring and evaluating trends in research and development, and recommending to our board of directors and management emerging technologies for building the company’s technological strength;

 

recommending approaches to acquiring and maintaining technology positions (including but not limited to contracts, grants, collaborative efforts, alliances, and capital);

 

advising our board of directors and management on the scientific aspects of business development transactions;

regularly reviewing the company’s research and development pipeline;

 

assisting our board of directors with its oversight responsibility for enterprise risk management in areas affecting the company’s research and development; and

 

reviewing such other topics as delegated to the science and technology committee from time to time by our board.board of directors.

The Board’s Role in Risk Oversight

Our board of directors has responsibility for the oversight of the company’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, the potential impact of these risks on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board of directors to understand the company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, reputational and reputationalhuman capital risk.

The audit committee reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and risks relating to data privacy and cybersecurity and the actions management has taken to limit, monitor or control such exposures. The compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The nominating and corporate governance committee manages risks associated with the independence of the board, corporate disclosure practices, and potential conflicts of interest. The science and technology committee assists the Board’sboard’s oversight of the Company’scompany’s research and development activities. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our board of directors as a whole.

Risk Considerations in our Compensation Program

We along with our compensation committee of our board of directors have reviewed the compensation policies and practices for all of our employees and believe any risks arising from our compensation policies and programs are not reasonably likely to have a material adverse effect on our company or its operations. In reaching this conclusion, the compensation committee and we considered several factors, including the following:

 

the establishment of base salaries consistent with our executive officers’ responsibilities and market comparable companies to ensure that our executive officers would not be motivated to take excessive risks to achieve a reasonable level of financial security;

 

the mix between fixed and variable, annual and long-term, and cash and equity compensation, which is intended to encourage strategies and actions that are in our company’s long-term best interests;

 

vesting periods for equity compensation awards that reward sustained stock price appreciation;

 

the evaluation of company performance (which drives the amount of cash and number of shares available for grant under our contingent annual performance-based cash incentive and annual

 

equity incentive programs, respectively) based on a variety of long- and short-term objectives in which no single objective is given substantial weight, thus diversifying the risk associated with any single indicator of performance; and

 

the discretion available to our compensation committee not to apply fixed formulae in assessing our company performance, thus enabling the compensation committee to, among other things, (a) eliminate the potential incentive for management to conduct activities that are in the company’s annual goals, but which may not, due to new data or other inputs, ultimately prove to be in the best interest of stockholders, and (b) reward management for making decisions that are in the long-term best interest of our product development programs, even when those decisions result in the failure to meet short-term objectives.

Director Compensation

Our board of directors has adopted a non-employee director compensation policy that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber non-employee directors. The cash and equity compensation paid to for non-employee directors under the policy, effective January 1, 2016,2019, is set forth in the table below.

 

   

Annual Cash Compensation

  

Number of OptionsOptions/RSUs Granted

Board of Directors:

    

Board Member

  $40,00050,000 16,000$718,000 in equity awards upon initial election; 8,000election (split approximately 75% in stock options and 25% in restricted stock units, or RSUs, based on value); $360,000 in equity awards at each annual meeting of stockholdersthereafter (split approximately 75% in stock options and 25% in RSUs, based on value)*

ChairChairman

  

Additional $30,000

$30,000


  

Lead Independent Director


Additional

$25,000


Audit Committee:

    

Chair

  $15,00020,000 1,000 shares at each annual meeting of stockholders

Member (other than Chair)

 $10,000  

Compensation Committee:

    

Chair

  $10,00015,000 500 shares at each annual meeting of stockholders

Member (other than Chair)

 $7,500  

Nominating and Corporate Governance Committee:

    

Chair

  $7,00010,000 500 shares at each annual meeting of stockholders

Member (other than Chair)

 $5,000  

Science and Technology Committee:

    

Chair

  $10,00015,000 500 shares at each annual meeting of stockholders

Member (other than Chair)

 $7,500 

* number of shares for stock option and RSU awards to be determined on the date of grant based on grant date fair value.

Under the policy, non-employee members of our board of directors also are reimbursed for travel, lodging and other reasonable expenses incurred in attending board of directors or committee meetings.

The stock options granted to our non-employee directors have an exercise price equal to the fair market value of our common stock on the date of grant and expire ten years after the date of grant,grant. The stock options and RSUs granted to our non-employee directors are subject to vesting based upon a director’s continued service on our board.board of directors. The initial stock options granted to our newly elected non-employee directors vest with respect to 25% of the shares on the first anniversary of the grant date and monthly thereafter until the fourth anniversary of the date of grant. The initial RSUs granted to our newly elected non-employee directors vest as to one-third of the underlying shares each year following the grant date. The annual stock options and RSUs granted to our non-employee directors vest with respect to 100% of the shares on the first anniversary of the grant date. To the extent that a non-employee director has other responsibilities, such director may receive additional compensation to the extent deemed necessary by our board of directors. Directors who also are employees do not receive cash or equity compensation for service on the board of directors in addition to compensation payable for their service as employees.

In 2015, certain of our non-employee directors were compensated pursuant to compensation guidelines that were recommended by our compensation committee and established by our board in December 2014 and updated in June 2015, as summarized below:

each non-employee director received an option to purchase 21,250 shares of common stock upon their initial election to the board;

each non-employee director received an option to purchase 10,625 shares of common stock at each annual meeting following their election to the board;

each non-employee director received $35,000 per year;

each new non-employee chairman of the board received an additional $30,000 per year;

each non-employee director who served on a committee of the board received additional compensation as follows:

¡the chairperson of the audit committee received $15,000 per year and an annual grant of an option to purchase 1,275 shares of common stock at each annual meeting;

¡each member of the audit committee, other than the chairperson, received $7,500 per year;

¡the chairperson of the compensation committee received $10,000 per year and an annual grant of an option to purchase 637 shares of common stock at each annual meeting;

¡each member of the compensation committee, other than the chairperson, received $5,000 per year;

¡the chairperson of the nominating and corporate governance committee received $7,000 per year and an annual grant of an option to purchase 637 shares of common stock at each annual meeting;

¡each member of the nominating and corporate governance committee, other than the chairperson, received $3,500 per year;

¡the chairperson of the science and technology committee received $10,000 per year and an annual grant of an option to purchase 637 shares of common stock at each annual meeting; and

¡each member of the science and technology committee, other than the chairperson, received $5,000 per year.

These guidelines were reviewed and updated effective January 1, 2016. The following table sets forth information concerning the compensation for our non-employee directors during the fiscal year ended December 31, 2015 based upon the guidelines that were in effect in 2015:2020:

 

Name

 Fees Earned or
Paid in Cash ($)
  Option Awards
($)(1)
  Total ($)  Number of Shares
Subject to Option
Awards Held as of
December 31,

2015
  

 

Lewis C. Cantley, Ph.D.

 $            40,000      $    1,101,069(2)      $  1,141,069       168,579      

Paul J. Clancy

 $50,000      $1,233,197(3)      $1,283,197       49,400      

Douglas G. Cole, M.D.

 $46,000      $1,101,069(2)      $1,147,069       23,125      

Kaye Foster

 $46,000      $1,233,093(4)      $1,279,093       36,899      

Maykin Ho, Ph.D.

 $28,000      $2,202,138(5)      $2,230,138       21,250      

Perry Karsen (6)

 $35,000      $1,101,069(2)      $1,136,069       10,625      

John M. Maraganore, Ph.D.

 $47,500      $1,101,069(2)      $1,148,569       33,125      

Robert T. Nelsen

 $40,000      $1,101,069(2)      $1,141,069       23,125      

Kevin Starr (7)

 $32,250       —      $32,250       —      

Marc Tessier-Lavigne, Ph.D.

 $72,500      $1,167,081(8)      $1,239,581       40,375      

Name

  Fees Earned or
Paid in Cash ($)
   Option Awards
($)(1)(2)
   Stock Awards
($)(3)(4)
   All Other
Compensation
($)
  Total ($) 

Paul J. Clancy

   70,000    270,043    89,948       429,991 

Ian T. Clark

   62,500    270,043    89,948       422,491 

Kaye Foster

   75,000    270,043    89,948       434,991 

Maykin Ho, Ph.D.

   65,000    270,043    89,948       424,991 

John M. Maraganore, Ph.D.

   92,500    270,043    89,948       452,491 

David Scadden, M.D.

   65,000    270,043    89,948       424,991 

David P. Schenkein, M.D.

   80,208    270,043    89,948    14,781(5)   454,981 

 

(1)

Represents stock options to purchase 8,096 shares of common stock granted to each of our non-employee directors during 2020 for service on our board of directors. The shares subject to these stock options vest in full on May 28, 2021. Amounts listed represent the aggregate fair value amount computed as of the grant date of the stock option awards granted during 20152020 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 15, Share-Based Payments, of the Notes to our Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on February 25, 2021.

(2)

The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2020 for our non-employee directors were: Mr. Clancy: 90,115, Mr. Clark: 46,715, Ms. Foster: 59,614, Dr. Ho: 59,965, Dr. Maraganore: 71,840, Dr. Scadden: 46,715, and Dr. Schenkein: 806,049.

(3)

Represents RSUs representing the contingent right to receive 1,686 shares of common stock granted to each of our non-employee directors during 2020 for service on our board of directors. The shares subject to these RSUs vest in full on May 28, 2021. Amounts listed represent the aggregate fair value amount

computed as of the grant date of the RSUs granted during 2020 in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8,15, Share-Based Payments, of the Notes to our Consolidated Financial Statements filed onin our Annual Report on Form 10-K filed with the SEC on February 26, 2016.

(2)Represents options to purchase 10,625 shares of common stock granted during 2015 for service on our board of directors. The shares subject to these options vest in full on June 22, 2016.

(3)Represents options to purchase 11,900 shares of common stock granted to Mr. Clancy during 2015 for service on our board of directors and as chair of the audit committee. The shares subject to this option vest in full on June 22, 2016.25, 2021.

 

(4)Represents options to purchase 11,899

The aggregate number of shares of common stock granted to Ms. Foster during 2015underlying RSUs outstanding as of December 31, 2020 was 15,360 for service onDr. Schenkein and 1,686 shares for each of our board of directors and as chair of the compensation and the nominating and corporate governance committees. The shares subject to this option vest in full on June 22, 2016.other non-employee directors.

 

(5)Represents options to purchase 21,250 shares of common stock granted

Reflects compensation paid to Dr. HoSchenkein for his service as executive chairman during 2015 upon her initial election to the boardJanuary 2020 including one month of directors, of which 25% will vest on June 23, 2016 with the remaining shares vesting monthly thereafter in equal increments over 36 months.

(6)Mr. Karsen resigned from our board of directors effective March 1, 2016.

(7)Mr. Starr served as the chairman of the board, a member of the audit committee,his $175,000 annual salary and the chair of the nominating and corporate governance committee until his resignation, effective at the conclusion of the 2015 annual meeting of stockholders.

company-paid life insurance premium.

(8)Represents options to purchase 11,262 shares of common stock granted Dr. Tessier-Lavigne during 2015 for service on our board of directors and as chair of science and technology committee. The shares subject to this option vest in full on June 22, 2016.

Dr. Schenkein,Fouse, one of our directors who also serves as our chief executive officer, did not receive any additional compensation for her service as a director from and after February 1, 2019, when she assumed the role of chief executive officer. The compensation that we pay to Dr. Fouse as our chief executive officer is disclosed under “Executive Compensation–Summary Compensation Table.” Dr. Schenkein, one of our directors who also served as our president and chief executive officer doesuntil February 1, 2019, and as the executive chairman of our board of directors from February 1, 2019 until February 1, 2020, did not receive any additional compensation for his service as a director.

director while in those roles. In connection with his appointment as executive chairman, we entered into an amended and restated employee offer letter agreement with Dr. Schenkein, effective February 1, 2019, providing for the modified terms and conditions of his employment as described below under “Executive Compensation–Employment, Severance and Change in Control Arrangements—Employment Offer Letters”. Effective February 1, 2020, Dr. Schenkein transitioned from executive chairman to chairman and is compensated pursuant to the non-employee director compensation policy described above.

Limitation of Liability and Indemnification

Our certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors:

 

for any breach of the director’s duty of loyalty to us or our stockholders;

 

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

 

for voting or assenting to unlawful payments of dividends, stock repurchases or other distributions; or

 

for any transaction from which the director derived an improper personal benefit.

Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, our certificate of incorporation provides that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.

We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. In addition, we have

entered into indemnification agreements with our directors and executive officers. These indemnification agreements require us, among other things, to indemnify each such director and executive officer for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our directors or executive officers.

Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, executive officers or persons controlling us, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Executive and Director Compensation Processes

The compensation committee generally meets at least four times annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the chair of the compensation committee, in consultation with the chief executive officer or the vice presidenthead of human resources. The compensation committee meets regularly in executive session. However, fromFrom time to time, various members of management and other employees as well as outside advisors or consultants may beare invited by the compensation committee to make presentations, to provide financial or other background information or advice or to otherwise participate in

compensation committee meetings. The chief executive officer may not participate in, or be present during, any deliberations or determinations of the compensation committee regarding his or her compensation. The charter of the compensation committee grants the compensation committee full access to all of our books, records, facilities and personnel, as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting or other advisors and consultants and other external resources that the compensation committee considers necessary or appropriate in the performance of its duties. In particular, the compensation committee has the sole authority to retain compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

During the fiscal year ended December 31, 2015,2020, the compensation committee directly engaged Radford, a compensation consultant thatwhich is affiliated with AON Hewitt company,part of the Rewards Solutions practice at Aon plc, to advise the compensation committee on our compensation program for executive officers and directors, which includes base salaries, annual performance-based cash incentives and equity incentive awards. Radford did not determine or make recommendations to the compensation committee regarding the specific amount or form of compensation of our executive officers or directors for fiscal year ended December 31, 2015.2020.

Historically, the compensation committee has made (or has recommended that the independent members of the Boardboard of directors make) most of the significant adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the last quarter of the year and the first quarter of the following year. However, the compensation committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. The compensation committee is responsible for making determinations regarding compensation of our executive officers other than our chief executive officer, making changes to pre-approved salary ranges, salary increases, equity awards, incentive payments and pre-approved equity ranges for new hires and high performers, the initiation of offerings under our 2013 employee stock purchase plan and making material changes to benefits offered to our employees. In addition, the compensation committee makes recommendations to our board of directors regarding the compensation of directors and the chief executive officer, and the determination of the size of annual “evergreen” increases to the number of shares reserved under our 2013 stock incentive plan and 2013 employee stock purchase plan.

Under its charter, the compensation committee may form, and delegate authority to, subcommittees, consisting of independent directors, as it deems appropriate. During fiscal year 2015,2020, the compensation committee did not form or delegate authority to such subcommittees. During fiscal year 2015,2020, the compensation committee delegated to the chief executive officer, or if the chief executive officer was unavailable, other members of senior management,the chief financial officer, decision-making authority related to initial salary levels and salary adjustments, incentive payments and option grants for all non-executive officers, and non-material changes to employee benefits. Such delegated decision-making is governed by guidelines established by the compensation committee.

Report of the Audit Committee of the Board of Directors

The audit committee oversees the Company’s financial reporting process on behalf of the board of directors. We have reviewed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 20152020 and discussed them with Company management and Ernst & YoungPricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm.

We have received from, and discussed with, Ernst & YoungPricewaterhouseCoopers LLP, which is responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements with accounting principles generally accepted in the United States, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed withby the audit committee under generally accepted auditing standards, includingapplicable requirements of the matters required to be discussed by Statement on Auditing Standard No. 16, Communication with Audit Committees, as adopted bySEC and the Public Company Accounting Oversight Board (the “PCAOB”). In addition, we have received from Ernst & YoungPricewaterhouseCoopers LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding its communications with us concerning independence, have considered the compatibility of non-audit services with the auditors’ independence and have discussed with Ernst & YoungPricewaterhouseCoopers LLP its independence from management and the Company.

Based on the review and discussions referred to above, we recommended to the board of directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.2020.

This report of the audit committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statementProxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the audit committee.

Respectfully submitted,

The Audit Committee of the Board of Directors

Paul J. Clancy (chair)

Douglas G. ColeMaykin Ho

John M. Maraganore

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of April 22, 2016:1, 2021:

 

Name

  Age   

Position(s)

David P. Schenkein, M.D.Jacqualyn A. Fouse, Ph.D.

   5859   President and Chief Executive Officer

ScottJonathan Biller Ph.D.

57Chief Financial Officer, Head of Legal and Corporate Affairs

Chris Bowden, M.D.

   60   Chief ScientificMedical Officer

Chris Bowden, M.D.Bruce Car, Ph.D.

   5559   Chief MedicalScientific Officer

Steve HoerterDarrin Miles

   4547   Chief Commercial Officer

Glenn Goddard

45Senior Vice President, Finance

The biography of David P. Schenkein, M.D.Dr. Fouse can be found under “Nominees for Election to“Members of the Board of Directors.Directors Continuing in Office.

ScottJonathan Biller Ph.D. joined Agios as chief legal officer in December 2019 and was appointed to the role of chief financial officer, head of legal and corporate affairs in September 2010 as chief scientific officer, with2020. He has more than 2530 years of drug discoverylegal, tax and developmenttreasury experience. From 2003Prior to September 2010, Dr.joining Agios, Mr. Biller washeld leadership roles at Celgene, leading Celgene’s global legal function as executive vice president and head ofgeneral counsel from July 2018 to November 2019, and serving as senior vice president, tax and treasury from 2011 to June 2018, in which role he was responsible for the company’s global discovery chemistry at the Novartis Institutes for Biomedical Research, an affiliate of publicly-traded biopharmaceutical company Novartis AG.tax and treasury functions including its capital allocation strategy and tax policy. Prior to that, Dr.Celgene, Mr. Biller was general counsel, chief tax officer and secretary for Bunge. Prior to Bunge, Mr. Biller held the positionsroles of vice president, pharmaceutical candidate optimizationincreasing responsibility at the BMS Pharmaceutical Research Institute,Alcon, Inc., during which time it was a division of Bristol-Myers Squibb, or BMS, a global biopharmaceutical company, and executive director of drug discovery chemistry for the Bristol-Myers Squibb research site in Lawrenceville, New Jersey. Amongpublicly traded company. Mr. Biller began his other key leadership positionscareer at BMS, Dr. Biller was the executive director of metabolic diseases chemistry. He contributedlaw firm Hopkins & Sutter rising to the drug candidate pipelines at both BMS and Novartis, culminating in two medicines launched worldwide (Onglyza® for the treatmentlevel of Type 2 diabetes and Juxtapid® for familial hypercholesterolemia) and three additional drugs reaching phase 3 clinical development. Dr. Biller earned a S.B. in chemistry at MIT, a Ph.D. in organic chemistry at Caltechpartner and was an NIH Postdoctoral Fellowalso partner at ColumbiaFoley & Lardner LLP after the firms merged. He holds a B.A. from Brown University focusing on natural product synthesis.and a J.D. from Yale Law School.

Chris Bowden, M.D.joined Agios as chief medical officer in May 2014. He has more than 1820 years of experience in clinical drug development, including the approval of several cancer medicines. Prior to joining Agios, Dr. Bowden was vice president product development oncology, franchise lead (Signaling Group) at Genentech. During Dr. Bowden’s eight years at Genentech, he was responsible for the successful development of a number of novel targeted oncology medicines, including Zelboraf® for patients with BRAF V600E positive melanoma and Tarceva® for patients with EGFr activating mutation positive, non-small cell lung cancer. From 2003 to 2006, Dr. Bowden was the executive director for EMEA (Europe, Middle East, Africa) regions for Bristol-Myers Squibb.BMS. In this role, he led medical affairs strategies for cancer, immunology and pain medicines. Earlier, Dr. Bowden held positions of increasing responsibility in oncology clinical development, Phases I-III at Pharmacia Corporation and Janssen Pharmaceutical, Inc., each of which is a pharmaceutical company. Prior to his industry experience, Dr. Bowden was on the oncology faculty at the University of Virginia Health Science Center where he participated in numerous industry and cooperative group trials. Dr. Bowden received his M.D. from Hahnemann University School of Medicine in Philadelphia followed by internal medicine training at Roger Williams Medical Center and the Providence VA Medical Center, Rhode Island. He completed his medical oncology fellowship at the National Cancer Institute Medicine Branch. Dr. Bowden is board certified in internal medicine and medical oncology.

Steve HoerterBruce Car, Ph.D. joined Agios as chief scientific officer in January 2020. Prior to joining Agios, Dr. Car was at Bristol-Myers Squibb Company, or BMS, a global biopharmaceutical company, and its predecessor companies, since 2005, serving most recently as the interim head, BMS drug discovery. While at BMS, Dr. Car helped bring more than 200 drug candidates to clinical trials and 13 marketed drugs, including ELIQUIS®, OPDIVO® and FARXIGA®, to patients, holding roles of increasing responsibility in drug discovery, covering all therapeutic areas, drug platforms and stages of discovery. Dr. Car also led the BMS research and development campus in Bangalore, India, for six years across all aspects of discovery and later established a translational medicine function at that site. In 2017, he became the first head of the BMS translational medicine

group, where he successfully built a cohesive function of over 300 scientists and specialists covering biomarkers through pharmaco-diagnostics. Among his responsibilities in translational medicine, Dr. Car led the research and development computational biology and machine learning capabilities and pharmaco-diagnostic technology platforms. Dr. Car received veterinary medicine and Masters in pathology degrees from The University of Melbourne, Victoria, Australia, and his Ph.D. from Cornell University, where he is currently an adjunct professor. Dr. Car undertook his postdoctoral studies in immunology and inflammation at the Theodor Kocher Institute, University of Berne and ETH/University of Zurich.

Darrin Miles was appointed chief commercial officer in February 2016. He has more than 20 years of global pharmaceutical and biotechnology experience, most recently having served, from August 2011 to February 2016, as executive vice president and chief commercial officer at Clovis Oncology, Inc., a biopharmaceutical company. There, Mr. Hoerter built and led the global commercial organization that developed go-to-market strategies for two oncology therapies. Before joining Clovis in August 2011, he was general manager and management center head at Roche Group for the Sub-Saharan Africa and Indian Ocean Region.

From 2005 to 2010, Mr. Hoerter held a variety of positions at Genentech, including serving on the senior leadership team for Genentech’s BioOncology business as senior director, pipeline development and commercial operations.January 2021. Prior to that, Mr. Hoerter heldhe served as our senior vice president, U.S. commercial roles at Chiron Corporation and Eli Lilly and Company in the United States, Europe and Africa. Mr. Hoerter received his B.A.global marketing from Bucknell University, M.B.A. from Tilburg University and M.S. in management from Purdue University.

Glenn Goddard joined Agios in July 2010April 2019 to January 2021, as vice president, finance,oncology program leadership from October 2016 to April 2019, and was promoted to senioras vice president, financeoncology marketing and market research from July 2015 to October 2016, in September 2013. Mr. Goddard brings more than 10 yearswhich roles he was instrumental in setting the strategy for our IDH portfolio and leading the program team through the development and approval of experience in emerging private and public platform-based biopharmaceutical companies.TIBSOVO®. Prior to joining Agios, Mr. Goddard worked from 2004 to 2010Miles spent 14 years at Archemix Corporation, a biopharmaceutical company,Genentech, where he most recently served asheld roles of increasing responsibility including marketing, sales management, reimbursement and lifecycle leadership supporting a broad portfolio of brands including Rituxan®, Herceptin®, Tarceva® and Lucentis®. Mr. Miles also led the vice presidentU.S. launches of finance. During his time at Archemix, Mr. Goddard oversaw all aspects of financial operations.next generation anti-HER2 treatments Perjeta® and Kadcyla®. Prior to Archemix,Genentech, he worked for five years at ALZA Corporation and SmithKline Beecham (now GSK) in numerous roles including marketing, market analytics and organization development. Mr. Goddard was the corporate controller of ImmunoGen, Inc., a publicly-traded oncology-focused biopharmaceutical company. During his time at ImmunoGen, Mr. Goddard was responsible for external financial reporting, financial planning and tax compliance, and initiated the company’s Sarbanes-Oxley compliance efforts. Earlier in his career, Mr. Goddard was an audit supervisor within the Technology, Communication and Entertainment group of Ernst & Young LLP and an audit manager at Feeley & Driscoll, P.C. Mr. Goddard is a graduate of Bentley College, where he earnedMiles holds a B.S. in Accountancy, and isapplied economics with a certified public accountantminor in the Commonwealth of Massachusetts.biological sciences from Cornell University.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our compensation committee is responsible for reviewing and approving, or recommending for approval by the board of directors, the compensation of our named executive officers, or NEOs, including salary, cash and equity incentive compensation levels, severance arrangements, change in control benefits and other forms of executive compensation. This committee is also responsible for evaluating our company’s performance against its goals and making related recommendations to our board of directors, assessing the performance of our named executive officers,NEOs, and ensuring our compensation program is aligned with the objectives described below and competitive with those of other companies in our industry that compete with us for talent. This section discusses the principles underlying our compensation committee’s policies and decisions with respect to the compensation of our named executive officers.NEOs.

Our named executive officersNEOs for 20152020 were as follows:

 

Dr. Schenkein,

Jacqualyn A. Fouse, Ph.D., our president and chief executive officer;

 

Mr. Higgons,

Jonathan Biller, our former chief operating officer;legal officer and, effective September 11, 2020, our chief financial officer, head of legal and corporate affairs;

 

Dr. Biller,

Christopher Bowden, M.D., our chief medical officer;

Bruce Car, Ph.D., our chief scientific officer; and

 

Dr. Bowden,

Andrew Hirsch, our former chief financial officer and head of corporate development until September 11, 2020.

Say-on-Pay Vote Support and Stockholder Engagement

Our compensation committee strives to ensure that our executive compensation program aligns with the interest of our stockholders and adheres to our pay-for-performance philosophy. Our executive compensation program has historically received very strong stockholder support, including, for example, the support of over 97% of votes cast on the non-binding advisory vote on the compensation of our NEOs, commonly referred to as a “say-on-pay” vote, at our annual meetings of stockholders in 2019 and 2018. At our 2020 annual meeting of stockholders, approximately 65% of votes cast supported our executive compensation program. We were disappointed by this lower level of support. While these votes are non-binding advisory votes, our compensation committee and board of directors take the voting results into account in determining the compensation of our NEOs. To understand our stockholders’ concerns, we reached out in September 2020 to stockholders representing approximately 80% of our outstanding shares. We ultimately held discussions with stockholders representing approximately 45% of our outstanding shares. Kaye Foster, a member of the board of directors and also chair of our compensation committee, participated in some of these discussions. Other participants in these discussions included our investor relations professionals, our chief medical officer;people officer and

Mr. Goddard, our chief financial officer, head of legal and corporate affairs.

Over the course of several months, senior vice president, finance.

management, our compensation committee and Radford, our compensation committee’s independent consultant, analyzed and discussed what was learned in this stockholder outreach process. In general, we learned that the decline in support for our “say-on-pay” proposal last year was primarily related to (i) the one-time equity awards granted to Dr. Fouse, our chief executive officer, in connection with the start of her employment in February 2019, (ii) the preference for increased use of performance based long-term equity awards, and (iii) the desire for more fulsome disclosure of the performance metrics underlying such awards. Below are selected highlights from this process:

What We Heard

What We’ve Done

•  Standard options are not sufficiently performance-driven, as stock prices may be influenced by trends within a company’s given industry

•  The amount of pay for our chief executive officer was outsized in 2019

•  Desire for more disclosure around performance share unit, or PSU, performance metrics

•  In 2021, all of our NEOs received PSUs as part of their annual long-term incentive compensation package; in 2021, our chief executive officer was granted options and PSUs, but no time-based restricted stock units, or RSUs

•  Equity grants to our chief executive officer in 2020 and 2021 are reflective of market and peer annual practices, and are significantly lower than her 2019 new hire grant

•  We are providing additional disclosure on PSU metrics in this proxy statement – see “Executive Compensation Elements—Performance Share Units (PSUs)” below

Our compensation committee and board of directors will continue to consider stockholder input and monitor our executive compensation program to ensure it aligns the interests of our executive officers with the interests of our stockholders and adequately addresses any stockholder concerns that may be expressed in future votes. Consistent with the recommendation of our board of directors and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future “say-on-pay” votes conducted at our 2016 annual meeting of stockholders, our stockholders will continue to have an opportunity annually to cast an advisory vote in connection with compensation for our NEOs.

Executive Summary

2020 was a transformational year for Agios. Notwithstanding the difficulties faced by our company, our industry and the world as a whole due to the COVID-19 pandemic, we successfully navigated a number of operational challenges and disruptions and continued to make notable progress and achieve significant corporate milestones on the clinical, commercial and business development fronts.

We made great progresscontinued to advance the development of our lead genetically defined disease, or GDD, program, mitapivat, across three distinct therapeutic areas. We completed enrollment in 2015. both ACTIVATE and ACTIVATE-T, our phase 3 clinical trials evaluating mitapivat in adults with pyruvate kinase (PK) deficiency who are not regularly transfused and those who are regularly transfused, respectively. In December 2020, we reported topline data for ACTIVATE demonstrating that the trial’s primary endpoint was met and statistically significant improvements over placebo were observed across key secondary endpoints. In June 2020 we also reported clinical data for mitapivat in two other indications which further demonstrate the potential of this molecule in hemolytic anemias: we reported phase 1 data demonstrating clinical proof of concept for mitapivat of in sickle cell disease, or SCD, and we reported updated phase 2 data showing sustained hemoglobin responses in non-transfusion dependent a– and ß– thalassemia patients. Based on the strength of these data, we were able to engage in a productive dialogue with regulators that informed the design of our pivotal clinical trials for mitapivat, which we expect to initiate in both indications by the end of 2021. Finally, we successfully initiated a phase 1 trial of AG-946, or next-generation PKR activator, in healthy volunteers.

We rapidly advanced twocontinued to advance development of our oncology programs in both hematologic malignancies and solid tumors. We finished fiscal year 2020 with $121.1 million in net product revenue from sales of TIBSOVO® (ivosidenib tablets), exceeding our guidance for the year. In addition, in September 2020 we announced final overall survival data from our phase 3 ClarIDHy trial of TIBSOVO® in previously treated patients with an isocitrate dehydrogenase-1, or IDH1, mutant cholangiocarcinoma, demonstrating a consistent trend in improved overall survival in patients treated with TIBSOVO® compared to those in the placebo arm of the trial. These data supported a supplemental new drug application, or sNDA, that we submitted to the FDA in the first quarter of

2021 for TIBSOVO® as a potential treatment for patients with previously treated IDH1 mutant cholangiocarcinoma. Despite facing logistical challenges in site initiations and patient enrollment as a result of the COVID-19 pandemic, we also continued to drive enrollment in the ongoing clinical trials of our IDH mutant inhibitors, AG-221 and AG-120, into late-stage clinical development, launched our firstincluding the phase 3 study in collaboration with Celgene Corporation, IDHENTIFY, a global registration-enabling clinicalINDIGO trial of AG-221vorasidenib in patients with grade 2 non-enhancing glioma with an IDH mutation, our phase 3 AGILE trial combining TIBSOVO® and VIDAZA® (azacitidine) in newly diagnosed acute myeloid leukemia, or AML, patients with an IDH1 mutation who are ineligible for intensive chemotherapy, and the myelodysplastic syndrome, or MDS, arm of our phase 1 trial of TIBSOVO® in patients with advanced hematologic malignancies with an IDH1 mutation. In October 2020, we announced the withdrawal of our European Marketing Authorization Application for TIBSOVO® for the treatment of adult patients with relapsed or refractory acute myeloid leukemia, or AML and initiated clinicalwith an IDH1 mutation, based on feedback from the European Medicine Agency’s Committee for Medicinal Products for Human Use that the available data from our single arm, uncontrolled phase 1 trial did not sufficiently support a positive benefit-risk balance for the proposed indication. Although we were disappointed by this development, we continued to drive enrollment in our two ongoing phase 3 trials of AG-881, a pan-IDH mutant inhibitor,TIBSOVO® in patients with IDH mutant-positive advanced hematological and solid tumors. Beyond cancer metabolism, we made great strides with our PK activators. We initiated a phase 2 clinical trial of AG-348, known as DRIVE PK, to establish proof of concept in patients with PK deficiency and selected AG-519, our fifth novel molecule and second PK activator, for clinical development.newly diagnosed AML. We also continued to expandenroll patients in our phase 1 trial of AG-270 in multiple tumor types carrying an methylthioadenosine phosphorylase (MTAP) deletion. In the first half of 2020 we completed a strategic prioritization exercise and advancemade the decision to cease internal development of AG-636 as a result of limited clinical trial enrollment in our phase 1 trial for lymphoma.

Under the leadership of Bruce Car, Ph.D., who joined us as chief scientific officer on January 6, 2020, we advanced our pre-clinical research pipeline and progressed multiple programs to validated program or development candidate status.

We also made significant progress on the business development front, announcing two transformational transactions that reshaped the Agios of the future. First, in both fieldsJune 2020, we announced the sale of cancer metabolismour tiered, sales-based royalty rights on worldwide net sales of Bristol Myers Squibb’s IDHIFA® (enasidenib), as well as our rights to receive up to $55.0 million in outstanding regulatory milestone payments from Bristol Myers Squibb, to Royalty Pharma for $255.0 million. We concluded the year with the announcement of the sale of our oncology business to Servier Pharmaceuticals, LLC, or Servier, an independent global pharmaceutical company, for cash consideration of up to $2.0 billion and rare genetic metabolic disorders. Basedroyalties on U.S. net sales of TIBSOVO® and vorasidenib. Following the closing of the transaction on March 31, 2021, we believe we are positioned to move forward with a singular focus on accelerating and expanding our GDD portfolio, including our mitapivat and AG-946 clinical programs and robust pipeline of therapeutic candidates. The proceeds from the transaction allow us to focus on rapidly advancing our GDD portfolio for patients in need, strengthen our capital structure while returning up to $1.2 billion to our stockholders post-closing, and achieve capital markets independence while still participating in the future success of sales of TIBSOVO® and vorasidenib.

In addition to the above achievements, we managed our cash spending in line with our board-approved budget, attracted, retained and fostered the development of our human capital and effectively managed the impact of the COVID-19 pandemic on our achievementsbusiness, switching to a remote-based work environment and stocksupporting our employee base during this difficult time. During 2020, the onset of the COVID-19 pandemic provided an opportunity and an imperative to demonstrate our commitment to the health and wellbeing of our employees, our patients and our community. We immediately implemented an action plan that took into consideration local and national public health guidelines, input from our employees and our desire to reduce the risk of transmission to our employees and communities. Throughout the pandemic, our ability to embrace flexibility has helped us maintain productivity to deliver for patients.

Based upon an evaluation of our performance in 2015,against each of our goals for 2020 and the weighting assigned to each, the board determined, upon recommendation from the compensation committee, determined and the board approved that we met nearly allachieved an overall result of our company goals105% for 2015 (95% of target).the year.

We have a strong executive team and, in order toExecutive Compensation Overview

To foster the future success of the company, we reward our executives in a manner that reinforces our pay-for-performance philosophy and culture. Consistent with our pay-for-performance philosophyOur compensation committee is committed to ensuring that a substantial portion of executive compensation is “at-risk” and our achievementvariable. As such, on average, 90% of Dr. Fouse’s total direct compensation for 2020 and, on weighted average, 83% of our company-wide performance goals,other NEOs’ (excluding Mr. Hirsch, who left the majorityCompany in September 2020, and Mr. Biller, who did not received equity awards during 2020) total direct compensation for 2020 is variable and directly affected by both the company’s and each NEO’s performance. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of totalnon-cash compensation, (base salary, annual performance-based cashwe generally strive to provide our NEOs with a balance of short-term and long-term incentives and equity incentive awards) our named executive officers received was performance-based in 2015, as shown in the charts below.to encourage consistently strong performance.

 

LOGO

In 2016, we adopted several new compensation practices. Starting in fiscal year 2016, we will formally cap annual cash incentive payouts for our executives in any given year at 150% of the target payout level, which is consistent with our past compensation practices and broader market practices for similarly situated companies. Additionally, we adopted a Severance Benefits Plan, or Severance Plan, which, among other things, eliminates single-trigger equity acceleration for equity grants received by our named executive officers after April 22, 2016, the effective date of the Severance Plan. See page 52, “Employment Severance and Change in Control Arrangements—Severance Benefits Plan”, for more details.LOGO

We have also adopted newdeveloped and periodically reassess our executive compensation program to align with current governance and best practices for 2016, which we believe will further align executivewhile ensuring our ability to achieve our stated objectives and stockholder interests. We will requirephilosophy and support our named executive officers and non-employee directors to maintain a minimum number of shares of our stock while serving in such capacity. Our chief executive officer will be required to own shares with a value equal to at least three times his base salary, while the other named executive officers must own shares with a value equal to at least their base salary. Non-employee directors will be required to own shares with a value equal to at least three times their annual cash retainer. These stock ownership requirements for our non-employee directors and named executive officers must be achieved over a period of five years. See page 48 “—Stock Ownership Guidelines”, for more details. In addition, we have adopted a clawback policy, pursuant to which the company shall attempt to recover any excess incentive-based compensation received by our named executive officers on the basis of material errors in our previously issued financial statements. See page 45 “—Clawback Policy”, for more details.ambitious business goals:

What We Do

What We Don’t Do

✓  Maintain an industry-specific peer group for benchmarking pay

✓  Target pay based on market norms

✓  Deliver executive compensation primarily through performance-based pay

✓  Set challenging short- and long-term incentive award goals

✓  Cap annual performance-based cash incentive program payouts at 150% of the target payout level

✓  Maintain a clawback policy for equity and incentive compensation

✓  Require minimum levels of stock ownership by executives

✓  Offer market-competitive benefits for executives that are consistent with the rest of our employees

✓  Consult with an independent advisor on compensation levels and practices

×   Allow hedging or pledging of equity

×   Re-price stock options

×   Offer perquisites or personal benefits beyond limited perquisites for new hires

×   Provide supplemental executive retirement plans

Compensation Objectives and Philosophy

Our mission is to applytransform the lives of patients with GDDs by applying our scientific leadership in the field of cellular metabolism to transform the livesand adjacent areas of patients with cancer and rare genetic metabolic disorders.biology. Our compensation committee believes that the most effective compensation program is one that rewards sustainable value creation for stockholders, andby delivering strong company performance, as well as tangible progress towardstoward achieving our mission and that promotes company performance.to improve the lives of patients. The objectives of our compensation program are to:

 

attract and retain superior executive officers and other employees with outstanding skills and values who contribute to our long-term success;

 

provide incentives that motivate and reward the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and

 

align executives’ interests with those of stockholders by rewarding the achievement of short- and long-term strategic and financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders.

To achieve its objectives, our compensation committee evaluates our executive compensation program with the goal of setting total compensation at levels that align with our culture, total rewards strategy, size, life stage and life stage.industry peers. Specifically, our compensation committee targets base salaries at the 50th percentile of our peer group, as discussed below, and seeks to ensure that such salaries reflect each executive’s level of experience, performance and responsibility and that such levels are competitive with those of other companies in our industry and region that compete with us for executive talent. Our compensation program links a substantial portionalso provides annual performance-based compensation with targets at the 50th percentile of our named executive officers’ compensation to the achievement ofpeer group and based on performance against objectives including, among other things, achieving scientific, business, organizational and operational goals such as regulatory submissions and approvals; progress in our clinical trials and research programs; achieving key research and development achievements;milestones; maintaining the strong financial health of the company, including implementation of appropriate financing strategies; maintaining key strategic relationships; additionadding to and development ofdeveloping internal competencies, including retention of high-performing employees; and achievement ofachieving desired financial metrics. Our compensation committee targets this annual performance-based cash incentive compensation at the 50th percentile of our peer group.

In addition, we provide a significant portion of our executive compensation in the form of equity compensation through the grants of stock options, RSUs that vest over time, which weand PSUs that vest upon the achievement of specified corporate or stock price milestones. We believe helps to retain our executiveslong-term incentive awards facilitate retention and aligns theirthe interests of our NEOs with those of our stockholders by allowing them to participate in the longer termlonger-term success of our company as reflected in the appreciation of our stock price. Our compensation committee considers a hostnumber of factors in comparisonwhen comparing to the namedour peers whenin determining equity incentive compensation for our named executive officers,NEOs, including annual long-term incentive values, annual equity awards expressed as a percentpercentage of total shares outstanding, total annual and cumulative dilution, the retentive value of outstanding awards and total equity ownership. Given the dynamic biopharmaceutical market, the compensation committee does not overemphasize any one perspective. Rather, the committee takes a holistic perspective,view, further considering the achievement of company goals and how that impacts total shareholderstockholder return, as well as market data of our peer group, when determining actual award levels for the named executive officers. This framework is applied consistently for all our employees.NEOs. We believe that targeting overall compensation in this manner is necessary and appropriate in order to attract and retain the quality of talent we need to successfully grow our business, achieve our challenging goals, sustain strong performance, and differentiate ourselves from those companies against which we compete for talent. However, any given individual employee’s compensation may vary from the targeted pay framework, based on the unique responsibilities and requirements of his or her position, his or her experience and other qualifications, internal parity relative to similar positions within the company, and individual or company performance relative to performance goals and the peer group to ensure appropriate pay-for-performance alignment. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, we generally strive to provide our named executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance.

Overview of Executive Compensation Process

As a part of determining named executive officerNEO performance and compensation, our compensation committee receives recommendations from our chief executive officer (except with respect to his or her own compensationperformance and performance)compensation). Our chief executive officer’s performance is evaluated directly by theand compensation committee andis approved by our board of directors based upon the board. Evaluationsrecommendation of our compensation committee. The evaluation of each of our named executives is based on our overall corporate performance against annual goals that are approved by the board of directors at the beginning of each year, as discussed in more detail below.

The compensation committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the compensation committee in performing its responsibilities. The compensation committee may terminate the services of the consultant if the compensation committee deems it appropriate. In 2015,2020, the compensation committee utilized the services of Radford, an AON Hewitt company,which is part of the Rewards Solutions practice at Aon plc, to assist it in fulfilling its responsibilities. Radford was retained exclusively by the compensation committee and has

not been retained by management to perform any work for the company other than projects performed at the direction of the compensation committee. Radford provides analysis and recommendations regarding:

 

trends and emerging topics with respect to executive compensation;

 

peer group selection for executive compensation benchmarking;

 

compensation practices of our peer group, including executive severance arrangements;

 

compensation philosophy and programs, including risk assessment, for executives and broad-based employees;non-executives;

 

stock utilization and other metrics; and

 

board of directorsdirectors’ compensation.

In addition, we subscribe to Radford’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. Radford advised the compensation committee on all of the principal aspects of executive compensation, including executive new hire compensation arrangements.compensation. Radford consultants attend meetings of the compensation committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. Radford reports to the compensation committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. The compensation committee annually evaluates its engagement of compensation consultants, and selected Radford to advise with respect to compensation matters based on Radford’s industry experience and reputation, which our compensation committee concluded givegave Radford useful context and knowledge to advise it. The compensation committee has assessed the independence of Radford pursuant to Securities and Exchange Commission and Nasdaq rules and concluded that no conflict of interest exists that would prevent Radford from independently representing the compensation committee.

Annual base salaries for the current year, and annual performance-based cash incentives and equity incentive awards for all employees for the prior year are generally determined in the first quarter of the year based on company and individual performance of the prior year, as well as other factors, including compensation trends in the biopharmaceutical industry and among our benchmark peers. In December 2014, the compensation committee reviewed the performance of each of our named executive officers for 2014 and presented its recommendations for 2015 salaries, 2014 annual cash incentives (payable in 2015) and stock option awards for each named executive officer to the board of directors for approval, which recommendations were approved by the board in February 2015. In February 2016,2020, the compensation committee approved 20162020 base salaries, 2015 annual2019 performance-based cash incentivesincentive awards and annual stock option and RSU awards for our named executive officers, except forcontinuing NEOs at that time, other than Mr. Biller and Dr. Car. Mr. Biller, who joined the company as chief executive officer. With respect to ourlegal officer effective December 3, 2019, and Dr. Car, who joined the company as chief executive

scientific officer effective January 6, 2020, received stock option, RSU and PSU awards in connection with the start of their employment but did not receive a 2019 annual performance-based cash incentive award or annual equity awards in 2020.

In February 2021, the compensation committee reviewed his performance and presented to the board its recommendations for his 2016 salary and 2015 annualapproved 2021 base salaries, 2020 performance-based cash incentivesincentive awards and annual stock option, RSU and PSU awards for approval; these recommendations were then approved byour NEOs, other than Mr. Hirsch, who resigned effective September 11, 2020.

The terms of the board.arrangements with Dr. Car and Mr. Hirsch are described in more detail below under “Employment, Severance and Change in Control Arrangements—Employment Offer Letters” and “Employment, Severance and Change in Control Arrangements —Severance Benefits Plan”, respectively.

Defining and Comparing Compensation BenchmarksUse of Comparator Peer Group

The compensation committee benchmarks our executive compensation against a peer group of companies to determine competitiveness and market trends. The compensation committee reviews the companies in our peer group annually, reviews Radford’s recommendations regarding which companies should be included in the peer group and makes adjustments as necessary to ensure the peer group continues to properly reflect the market in which we compete for talented executives. The compensation committee also annually reviews the executive pay practices of other similarly-situatedsimilarly situated companies as reported by Radford through industry surveys and proxy analysis. These surveys are specific to the biopharmaceutical and biotechnology sector.sectors. We request customized reports of these surveys so that the compensation data reflect the practices of companies that are similar to us. The compensation committee considers this information when making determinations for each element of compensation.

In developing the peer group of companies to inform 20152020 compensation decisions, our compensation committee, with the assistance of Radford, established a peer group of 16 publicly-traded,14 publicly traded, national and regional companies in the biopharmaceutical industry that was selected based on a balance of the following criteria:

 

companies whosewith a market capitalization number of between $900 million and $10.5 billion, approximately 200 to 1,700 employees, maturity of product development pipeline and area of therapeutican early commercial-stage portfolio with a focus are similar to ours;on orphan diseases;

 

companies against which we believe we compete for executive talent; and

 

public companies based in the United States whose compensation and financial data are available in proxy statements or other public documents.

Based on these criteria, our peer group for 20152020 was comprised of the following companies:

 

ACADIA Pharmaceuticals Inc.  Epizyme,Exelixis, Inc.  PTC Therapeutics, Inc.
Acceleron Pharma, Inc.MerrimackPortola Pharmaceuticals, Inc.Receptos, Inc.
Alnylam Pharmaceuticals, Inc.  Neurocrine Biosciences,FibroGen, Inc.  Sangamo Biosciences,Sage Therapeutics, Inc.
Amicus Therapeutics, Inc.Intercept Pharmaceuticals, Inc.Sarepta Therapeutics, Inc.
bluebird bio, Inc.  Novavax, Inc.Nektar Therapeutics  Synageva BioPharma Corp.Ultragenyx Pharmaceutical Inc.
Celldex Therapeutics, Inc.OphthotechBlueprint Medicines Corporation  
Clovis Oncology, Inc.Portola Pharmaceuticals,Neurocrine Biosciences, Inc.  

In evaluating the total compensation of our named executive officers for 2015, Radford also compared the total compensation of our executive leadership team to a broader biotechnology industry group, with a focus on companies with approximately 30 to 300 employees, a market capitalization between $480 million and $4.3 billion and a lead product candidate in the mid- to late-stage of clinical development and a focus on oncology and/or orphan diseases.

The compensation committee believes the compensation practices of our peer group provide us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers.NEOs. Notwithstanding the similarities of the peer group to our company, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do, as well as with prestigious academic and non-profit institutions. Other considerations, including market factors, the experience level of the executive and the executive’s performance against established corporate goals and individual objectives, may require that our compensation committee vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances.

For the purposes of informing 20162021 compensation decisions, the compensation committee, with the advice of Radford, examined the peer group list and, with reference to market capitalization, therapeutic area, stage of development, number of employees and other key business metrics, approved the following biopharmaceutical companies as our 20162021 peer group:

 

ACADIA Pharmaceuticals Inc.  Incyte Corporation*Blueprint Medicines Corporation  PortolaIntercept Pharmaceuticals, Inc.
Alnylam Pharmaceuticals,Acceleron Pharma, Inc.*Exelixis, Inc.  Intercept Pharmaceuticals,Nektar Therapeutics
Amicus Therapeutics, Inc.*  PTCFibroGen, Inc.Sage Therapeutics, Inc.
bluebird bio, Inc.  Ionis PharmaceuticalsGlobal Blood Therapeutics, Inc.*  Puma BiotechnologyUltragenyx Pharmaceutical Inc.*
Celldex Therapeutics, Inc.Juno Therapeutics , Inc.*Receptos, Inc.
Clovis Oncology, Inc.Neurocrine Biosciences, Inc.Seattle Genetics, Inc.*
Dyax Corp.*Novavax, Inc.
*addition to 20162021 peer group    

The 20162021 peer group represents a group of biopharmaceutical companies more similar to us in key measures than the list we used in 2015,2020, in light of the current state of our substantial growth and clinical program advancement,development pipeline, focusing on companies with approximately 100225 to 7002,000 employees, and a market capitalization between $1.5$1.0 billion and $14 billion, and an early commercial-stage portfolio with a lead product candidate in the mid- to late-stage of clinical development and a focus on oncology and/or orphan diseases. Specifically, Acceleron Pharma,Portola Pharmaceuticals, Inc., Epizyme, Inc., Merrimack was removed from the 2021 peer group because it was acquired, and Alnylam Pharmaceuticals, Inc., Ophthotech Corporation, SangamoNeurocrine Biosciences, Inc. and Synageva BioPharma Corp.Sarepta Therapeutics, Inc. were removed from the 2015 list, either2021 peer group because their headcount was below themarket capitalization moved outside of our targeted range, they were scheduled to be acquired or their market values were at the low end or below the targeted range at the time the peer group was reviewed. Dyax Corp., Incyte Corporation, Intercept Pharmaceuticals, Inc., Ionis Pharmaceuticals, Inc. (formerly Isis Pharmaceuticals, Inc.), Juno Therapeutics, Inc., Puma Biotechnology,range. Acceleron Pharma, Inc. and Seattle Genetics,Global Blood Therapeutics, Inc. were added to the list.2021 peer group.

Executive Compensation Elements

The primary elements of our executive compensation program are:

 

base salary;

 

annual performance-based cash incentives;

 

equity incentive awards;

 

severance and change in control benefits;

 

broad-based health and welfare benefits; and

 

broad-based 401(k) plan.

Our compensation committee uses soundits judgment to allocate long-term and short-term compensation for our named executive officers,NEOs, in alignment with our pay-for-performance philosophy and the long-term interests of shareholders.stockholders. After reviewing information provided by our compensation consultant and other relevant data, our compensation committee exercises its judgment to determine what it believes to be the appropriate level and

mix of the various compensation components. We generally strive to provide our named executive officersNEOs with a balance of short-term and long-term incentives to encourage consistently strong performance. Ultimately, the objective in allocating between long-term and currently paid compensation is to ensure adequate base compensation to attract and retain talent, while providing incentives to maximize long-term value for our company and our stockholders. Therefore, we provide cash compensation in the form of base salary to meet competitive salary norms and reward performance on an annual basis and in the form of incentive compensation to incentincentivize and reward performance based on specific annual goals. To further focus our executives on longer-term performance, we rely upon equity-based awards that vest over a meaningful period of time or upon the achievement of significant corporate milestones, thereby reinforcing stockholder value creation. In addition, we provide our executives with benefits that are available to all employees, including medical, vision and dental insurance; life and disability insurance; medical and dependent care flexible spending accounts; a 401(k) plan; and an opportunity to invest in our company pursuant to our employee stock purchase plan. Finally, we offer our executives severance benefits to incentivize them to continue to strive to achieve stockholder value in connection with change in control situations.

Base Salaries

Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of our named executive officers.NEOs. Base salaries for our named executive officersNEOs typically are established through arm’s length negotiation at the time the named executive officerNEO is hired, taking into account the position for which the named executive officerNEO is being considered and the named executive officer’sNEO’s qualifications, prior experience and prior salary.salary expectations. None of our named executive officersNEOs is currently party to an employment agreement that provides for automatic or scheduled increases in base salary.salary and we do not provide formulaic base salary increases to our NEOs. However, on an annual basis, our compensation committee reviews and evaluates, with input from our chief executive officer (other than with respect to herself), the need for adjustment of the base salaries of our named executive officersNEOs based on changes and expected changes in the scope of a named executive officer’sNEO’s responsibilities, including promotions, the individual contributions made by and performance of the named executive officerNEO during the prior year, the named executive officer’sNEO’s performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the named executive officer’sNEO’s salary falls in the salary range presented by that data. In making decisions regarding salary increases, we may also draw upon the experience of members of our board of directors with other companies. No formulaic base salary increases are provided to our named executive officers.

Based on a review of market data provided by Radford, the current compensation levels of our named executive officersNEOs and company performance and individual contributions, in December 2014,February 2020, our compensation committee recommended to the board of directors for approval, and the board approved 2020 salary increases for each of our named executive officersDr. Fouse, Dr. Bowden and Mr. Hirsch. Mr. Biller and Dr. Car assumed their roles on December 3, 2019 and January 6, 2020, respectively, and did not receive an annual base salary increase for 2015.2020. The 20152019 and 2020 annual base salaries of each of our named executive officersNEOs were:

 

   2014
Base Salary
   2015
Base Salary
   % Increase
over 2014
 

Dr. Schenkein

  $  500,000       $  517,500        3.5

Mr. Higgons(1)

  $375,000       $388,100        3.5

Dr. Biller

  $387,300       $400,900        3.5

Dr. Bowden

  $395,000       $403,800(2)    2.2%(2) 

Mr. Goddard

  $309,000       $318,300        3.0
   2019
Base Salary ($)
   2020
Base Salary ($)
   % Change 

Jacqualyn A. Fouse, Ph.D.

   725,000    746,750    3.0%(1) 

Jonathan Biller(2)

   500,000    500,000    0.0

Christopher Bowden, M.D.

   490,539    515,007    5.0% (3) 

Bruce Car, Ph.D.(4)

       500,000    N/A 

Andrew Hirsch(5)

   500,476    515,490    3.0%(1) 

 

(1)Mr. Higgons stepped down as our chief operating officer, effective as of January 15, 2016.

Increase reflects merit-based adjustment.

 

(2)Dr. Bowden joined the company in May 2014

Mr. Biller was appointed chief legal officer effective December 3, 2019, and received a pro-rated merit increase in his 2015 base salary.was appointed chief

financial officer, head of legal and corporate affairs effective September 11, 2020.

(3)

Increase reflects merit- and market-based adjustments.

(4)

Dr. Car was appointed chief scientific officer effective January 6, 2020.

(5)

Mr. Hirsch resigned as chief financial officer effective September 11, 2020.

Annual Performance-based Cash Incentives

We have designed our annual performance-based cash incentive program, which is guided by specified annual corporate and individual goals and contributions, to emphasize pay-for-performance and to reward our named executive officersNEOs for the achievement of our performance during the preceding year. Historically, each named executive officer has been eligible, at our board of directors’ discretion, to receive an annual performance-based cash incentive, which we also refer to as an annual cash incentive, in an amount corresponding to a percentage of his base salary. The amounttarget pay opportunity of the annual cash incentive for the chief executive officer is determined by our board of directors, based upon the recommendation of our compensation committee, and the amount of the annual cash incentive for all other named executive officersNEOs is determined by our compensation committee. In making such determinations and recommendations, the compensation committee examined the totality of anticipated and unanticipated achievements by us and each named executive officerNEO in the preceding year, including our performance against specific scientific, research, clinical, operational and financial company goals. In recent years, these annual company goals have primarily focused on the advancement of our lead programs.

Our compensation committee has targeted annual cash incentive levels for our executives at the 50% percentile of our peer group. Our compensation committee has authority to adjust the incentive percentage each year in connection with its review of each named executive officer’s performance. Individual performance may, in some cases, be a factor that could lead the committee to pay an individual at a level below or above that determined for company-wide performance.

Starting in fiscal year 2016, our compensation committee has determined to formally cap annual cash incentive program payouts for our executives in any given year at 150% of the target payout level, which is consistent with our past compensation practices and broader market practices for similarly situated companies.

level. Under our annual incentive program, cash incentive awards are determined by first establishing a cash incentive pool, which is then allocated among all eligible plan participants and then multiplying that sum by a modifier recommendedadjusted based upon recommendations by our compensation committee and approvedupon approval by our board of directors based on ourdriven by performance as measured against the company’s annual goals. Below is the list of the company’s 20152020 goals and relative weighting assigned to each goal, as considered by our executive leadership teamcompensation committee and compensation committeeboard of directors in their respective assessment of company performance against such 2015 goals:in 2020.

 

Maximize patient impact and value creation of IDH inhibitors globally: relative weighting 35%

Achieve target for annual net sales of TIBSOVO®;

Advance AG-221 into a registration-enabling study

Achieve enrollment target for select clinical trials by year-end; and

Complete certain activities related to plans for evaluating regulatory strategy for TIBSOVO® in R/R AML by the end of the first quarter and for cholangiocarcinoma by the end of the year.

Drive PKR program development, building global leadership in PKD while advancing thalassemia and SCD: relative weighting 35%

Deliver topline pivotal clinical trial data to support regulatory strategy for mitapivat in relapsed/refractory AML;PKD by year-end;

 

Advance AG-120 into expansion cohorts

Achieve proof of concept for mitapivat in relapsed/refractory AML to facilitate an early 2016 registration-enabling study;SCD by the end of the second quarter;

 

Advance AG-221

Complete certain activities related to plans for evaluating clinical and AG-120 into combination trialsregulatory strategy for AML;mitapivat in the second and third quarters;

 

Advance AG-348 into a

Achieve enrollment target for phase 1 clinical trial of AG-946 by year-end; and

Present phase 2 clinical data for mitapivat in thalassemia by the end of the second quarter.

Drive towards clinical proof-of-concept for early clinical programs (MAT2A, DHODH): relative

weighting 15%

Achieve specified clinical trial in PK deficiency patients;milestone for phase 1 dose escalation and expansion trial by year-end; and

 

Advance our research pipeline in both cancer metabolism and rare genetic metabolic disorders with at least one new investigational new drug application;

Complete certain activities related to evaluation of clinical development plans for AG-636 by year-end.

 

Achieve a year-end cash balance of greater than $320 million; and

Advance our discovery pipeline in our three focus areas through our own efforts and with external partners: relative weighting 15%

 

Build

Achieve specified number of development candidates and validated programs by year-end.

Certain of these corporate goals include highly sensitive and competitive data, including pre-clinical, clinical and financial targets. We do not disclose the specific portions of these goals because we believe that such disclosure would result in competitive harm to us. We purposely set these goals at challenging levels. Revealing certain elements of these goals could potentially reveal insights about our pre-clinical, clinical, regulatory and strategic plans or objectives that our competitors or potential collaborators could use against us.

In addition to these goals, our compensation committee and board of directors evaluated the company’s performance with respect to maintaining financial strength and developing our strategy, organization and culture to ensure execution of our long-term vision. These factors included managing our financials in line with board-approved budget; cultivating our human capital by attracting, developing and retaining talented employees while managing employee attrition; and maintaining and improving organizational health and resiliency. In evaluating these factors, our compensation committee and board of directors apply a scalable foundation, expandingdiscretionary modifier of 80% to 120% to the company’s weighted goal achievement in order to arrive at our company’s capabilities and configuration while maintaining our corporate culture.

overall company performance score for the year.

In December 2015,2020, our chief executive leadership teamofficer recommended to our compensation committee that our company’s performance against 20152020 goals be assessed at a modifier of 95% based on achievements against these goals during the following significantyear, which achievements in 2015:

Initiated IDHENTIFY, a phase 3, multicenter, international, open-label trial of AG-221 designed to compare the efficacyare discussed above under “Compensation Discussion and safety of AG-221 versus conventional care regimens in patients 60 years or older with IDH2-mutant positive AML that is refractory to or relapsed after second- or third-line therapy, and reported data at two major medical meetings in June and December 2015 showing durable clinical responses and a favorable safety profile in patients with IDH2 mutant positive advanced hematological malignancies treated with AG-221;

Continued to enroll in the expansion arms of our phase 1 trial of AG-120 in patients with IDH1 mutant positive relapsed or refractory AML, and reported data at two major medical meetings in June and December 2015 showing a favorable safety profile and durable clinical activity in patients with IDH1 mutant positive advanced hematological malignancies treated with AG-120;

Initiated a phase 1b, multicenter, international, open label trial of AG-221 or AG-120 in combination with induction and consolidation therapy in patients with newly diagnosed AML with an IDH mutation who are eligible for intensive chemotherapy designed to evaluate the safety and tolerability of AG-221 and AG-120 in a frontline setting;

Initiated a phase 2 trial, known as DRIVE PK, of AG-348 in PK deficiency patients and reported final data from our phase 1 study of AG-348 showing a clear proof of mechanism of AG-348 in healthy volunteers;

Continued to advance our research pipeline in both cancer metabolism and rare genetic metabolic disorders, while initiating clinical trials in AG-881 in patients with hematological and solid tumors with an IDH mutation and selecting our fifth molecule, AG-519, for clinical development in PK deficiency;

Ended 2015 with a cash balance of $376 million, exceeding the cash balance goal of $320 million; and

Continued to build the organization and expand internal capabilities consistent with our core values and culture.

Analysis—Executive Summary”. Based on these significant advances we made onthe company’s achievement against our 20152020 goals, as balanced by the 41% decline in our stock price during fiscal year 2015, theoverall company performance multiplierscore for 20152020 was set at 95%determined to be 105% by our board of directors upon the recommendation of the compensation committee. Below is our relative weighted performance against our 2020 goals, as determined by our board of directors.

2020 Corporate Goals

  Weighting  Assessment
(out of
100%)
  Weighted
Performance
 

Maximize patient impact and value creation of IDH inhibitors globally

   35  90  31

Drive PKR development, building global leadership in PKD while advancing thalassemia and SCD

   35  128  45

Drive towards clinical proof-of-concept for early clinical programs

   15  50  8

Advance discovery pipeline in our three focus areas through our own efforts and with external partners

   15  110  16
  

 

 

  

 

 

  

 

 

 

Total

   100   100

Maintain financial strength and develop strategy, organization and culture to ensure execution of company’s long-term vision (80%-120% multiplier)

    105  105

Adjusted Company Performance Score = Total Weighted Performance X Multiplier

     105

Our compensation committee also evaluates the individual performance of our NEOs, with the input of our chief executive officer in the case of the evaluation of our other NEOs and makes recommendations to our board of directors with regard to the evaluation of our chief executive officer’s individual performance. Consistent with this process, our compensation committee assessed the performance of Dr. Fouse in 2020 based on our relative achievement of our corporate goals as well as her leadership in driving the execution of our strategic plans.

In assessing the individual performance of our NEOs other than our chief executive officer and Mr. Hirsch (who resigned effective September 11, 2020), our compensation committee, with the input of our chief executive officer, considered each such officer’s individual contributions to the completion of our goals, and the officer’s individual achievements in helping to build the company and execute on our strategy. These achievements include the following:

In 2020, Mr. Biller led our legal function and, effective September 11, 2020, our finance, accounting and investor relations functions, facilitating the sale of our IDHIFA® royalty rights to RPI, managing the successful negotiation of a definitive agreement to sell our oncology business to Servier, and making significant progress in developing our legal, finance and investor relations functions.

In 2020, Dr. Car led our research and discovery science function, advancing multiple research efforts that yielded development candidates and validated programs and elucidating the potential of our PKR activator program across multiple hemolytic anemias.

In 2020, Dr. Bowden led our clinical and regulatory teams responsible for: completing database lock and a positive topline data readout for our phase 3 trial ACTIVATE; completing the final overall survival analysis for our ClarIDHy trial; achieving clinical proof-of-concept for mitapivat in SCD based on phase 1 trial results; and continuing enrollment across our ongoing clinical trials, including our phase 3 trials INDIGO and AGILE.

Based on company and individual performance, our board of directors approved, upon the recommendation of the compensation committee, the 20152020 cash incentive payment for theour chief executive officer, and the compensation committee approved the 20152020 cash incentive payoutspayments for allour other named executive officersNEOs, as follows:

 

   Target
Award
of Base
Salary
  2015 Actual
Cash
Incentive
Payment ($)
   2015 Actual Cash
Incentive
Payment (% of
Target Award)
 

Dr. Schenkein

   60  295,000     95

Mr. Higgons(1)

   40  147,488     95

Dr. Biller, Ph.D.

   40  152,325     95

Dr. Bowden, M.D.

   40  153,439     95

Mr. Goddard

   35  105,824     95
   Target
Award as a
Percentage
of Base
Salary
  2020 Actual
Cash
Incentive
Payment ($)
   2020 Actual Cash
Incentive
Payment (% of
Target Award)
 

Jacqualyn A. Fouse, Ph.D.

   65  509,657    105

Jonathan Biller

   45  258,750    115

Christopher Bowden, M.D.

   45  243,341    105

Bruce Car, Ph.D.

   45  236,250    105

Andrew Hirsch(1)

   45  231,971    100

 

(1)

Mr. Higgons stepped downHirsch resigned as our chief operatingfinancial officer effective asSeptember 11, 2020 and received his 2020 target annual cash incentive payment in connection with his departure pursuant to the terms of January 15, 2016.the Severance Benefits Plan described below under “—Employment, Severance and Change in Control Arrangements—Benefits Provided Upon Termination Not in Connection with a Change in Control.”

Dr. Schenkein’s annualThe 2020 cash incentive target award percentage was increased from 55%payments for all employees, including the NEOs, were paid in 2015 to 60% in 2016, effective for his 2015 annual cash incentive award payable in 2016, reflecting a market adjustment; all other named executive officers’2021.

As discussed below under “—2021 Executive Compensation Decisions”, the annual cash incentive target award percentages remainedfor 2021 performance for our continuing NEOs remain unchanged from the prior year.2020.

Equity Incentive Awards

Our equity award program is the primary long-term incentive vehicle for offering long-term incentives to our executives. We believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Because ourOur executives benefit from stock options only ifand RSUs as our stock price increases relative to the stock option’s exercise price through the creation of shareholder value,stockholder value; similarly, the PSU awards granted to our executives vest only after the achievement of specified company performance milestones which benefit the company as a whole, or upon the achievement of a stock price performance threshold. Accordingly, we believe stock optionsoption, RSU and PSU awards provide meaningful incentives to our executives to achieve increases inthat increase the value of our stock over time. In addition, the vesting feature of our equity grants contributes to executive retention by providing an incentive to our executives to remain employed bywith us during the vesting period.

Equity compensation represents the largest at-risk component of our named executive officers’NEOs’ compensation arrangements. We believe that it is appropriate to align the interests of our named executive officersNEOs with those of our stockholders to achieve and sustain long-term stock price growth.appreciation. We typically use stock optionsoption, RSU and PSU awards to compensate our named executive officersNEOs in the form of initial grants in connection with the commencement of employment, and generally grant stock options and RSUs on an annual basis thereafter. None ofIn addition, from time to time we grant certain employees, including our named executive officers are currently partyNEOs, supplemental RSU and/or PSU awards in order to an employment agreement that provides for an automatic award of stock options. further promote retention and emphasize individual employees’ impact on our organizational success.

We grant stock optionsequity awards to our named executive officersNEOs with both time-based and performance-based vesting. The stock options that we grant to our named executive officersNEOs with time-based vesting typically become exercisable as to 25% of the shares underlying the option on the first anniversary of the grant date, and as to an additional 1/48th of the shares underlying the option monthly thereafter. The options thatRSUs we grant to our named executive officersNEOs vest in equal annual installments on each anniversary of the date of grant, until the third anniversary of such date. The PSU awards that we have granted to our NEOs vest in connection with performance-based vesting become exercisable upon the attainmentachievement of certain preclinical, clinical and regulatory milestone events recommended by our compensation committee and approved by our board of directors. Vesting and exercise rights cease shortly after termination of employment except in the case of deathspecified company performance or disability.stock price milestones. The exercise price of all stock options equals the fair market value of shares of our common stock on the date of grant. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents. Vesting for stock options ceases on termination of employment and exercise rights for stock options cease shortly after termination of employment except in the case of death or disability. Vesting of both RSU and PSU awards ceases upon termination of employment.

In specified termination and change in control circumstances, optionsequity awards held by our named executive officersNEOs are subject to accelerated vesting. See “—Severance and Change in Control Benefits” below for further information.

Annual Equity Grants

Our compensation committee determined that the mix for the 2020 annual equity grants to our NEOs (other than our chief executive officer) be split approximately 75% in stock options and 25% in RSUs, based on value. The compensation committee believes that this equity mix helps to ensure that compensation remains tied to stock performance and achievement of corporate milestones (through stock options) and promotes retention (via RSUs that vest over time to deliver equivalent value to stock options while using fewer authorized shares). None of our NEOs are currently party to an employment agreement that provides for an automatic award of equity grants, other than initial equity awards made in connection with the start of employment.

In determining the size of the annual stock option and RSU grants to our named executive officers,NEOs, our compensation committee, with the assistance from Radford, considers our company performance, individual performance, the

potential for enhancing the creation of value for our stockholders, the amount of equity previously awarded to the named executive officersNEOs and the vesting terms of such prior awards, the company’s broader organizational equity needs and overall dilution, as well as industry and peer group benchmark data. We evaluate our equity award program on an annual basis to ensure that it appropriately links to our long-term performance by aligning the interests of our executives and our stockholders, remains competitive with industry and peer benchmarks and is consistent with our overall equity needs and dilution levels.

Our compensation committee, or our board of directors, as applicable, made annual equity incentive awards in the form of stock options and RSUs to our named executive officersNEOs in the amounts set forth in the table below during 2015, which corresponded to generally the 75th percentile of our peer group with respect to equity incentive compensation.2020. In the case of each stock option award, these grants were based on the named executive officer’sNEO’s existing equity incentive holdings, level of responsibility within our company, equity ownership in relation to the peer group benchmark, and the compensation committee’s assessment (or our board of directors’ assessment, in the case of our chief executive officer) of the named executive officer’sNEO’s individual performance and our overall company performance, in the fiscal year 2014, in each case without reference to any specific metric. Our compensation committee reduced the number of shares underlying annual equity incentive awards to our named executive officers by an average of 16% compared to 2014 (without giving effect to a 2014 grant to Dr. Bowden, who

   2020 Annual Stock Option
Awards(1)
   2020 Annual RSU
Awards(2)
 

Jacqualyn A. Fouse, Ph.D.

   137,000    34,000 

Jonathan Biller(3)

        

Christopher Bowden, M.D.

   45,000    12,000 

Bruce Car, Ph.D.(4)

        

Andrew Hirsch(5)

   45,000    12,000 

(1)

Effective February 14, 2020, our compensation committee, or board of directors, as applicable, approved the grant of these stock option awards to our NEOs, other than Mr. Biller and Dr. Car. The options have an exercise price of $51.51 per share, the closing price on the date of grant, and are subject to time-based vesting, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service.

(2)

Effective February 14, 2020, our compensation committee, or board of directors, as applicable, approved the grant of these RSU awards to our NEOs, other than Mr. Biller and Dr. Car. The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service.

(3)

Mr. Biller was appointed as our chief legal officer effective December 3, 2019 and did not receive an annual equity incentive award in 2020. For information about his new hire equity grants, see “—New Hire Equity Grants” below.

(4)

Dr. Car was appointed as our chief scientific officer effective January 6, 2020 and did not receive an annual equity incentive award in 2020. For information about his new hire equity grants, see “—New Hire Equity Grants” below.

(5)

Mr. Hirsch resigned as chief financial officer effective September 11, 2020.

New Hire Equity Grants

Mr. Biller joined the company as chief legal officer effective December 3, 2019 and Dr. Car joined the company as chief scientific officer effective January 6, 2020. In connection with the start of Mr. Biller’s and Dr. Car’s employment, the compensation committee granted them equity awards in the form of stock options, RSUs and PSUs, as reflected in the table below.

   New-Hire
Stock Option
Awards(1)
  New-Hire RSU
Awards(2)
  New
Hire PSU
Awards(3)

Jonathan Biller

    78,824    17,259    25,568

Bruce Car, Ph.D.

    47,007    10,311    20,622

(1)

Reflects options granted to Mr. Biller and Dr. Car on December 3, 2019 and January 6, 2020, respectively. The options have an exercise price of $39.11 per share and $48.49 per share, respectively, the closing price on the date of grant. The options are subject to time-based vesting, with 25% of the shares underlying the award vesting on the first anniversary of the grant date and the remaining shares vesting monthly thereafter in equal increments over 36 months, subject to continued service.

(2)

Reflects RSUs granted to Mr. Biller and Dr. Car on December 3, 2019 and January 6, 2020, respectively. The RSUs are subject to time-based vesting, with one-third of the shares of common stock underlying the RSUs vesting on the first, second and third anniversaries of the grant date, subject to continued service.

(3)

Reflects PSUs granted to Mr. Biller and Dr. Car on December 3, 2019 and January 6, 2020, respectively. The PSUs vest as to one-third of the underlying shares of common stock upon the achievement of each of three specified research, regulatory and commercial milestones, subject to continued service.

Performance Share Units (PSUs)

In addition to annual stock option awardand RSU grants, we occasionally grant PSUs to our executive officers when we want to further align executive incentives with critical value drivers for the business. We have multiple PSU programs for our executives under which PSUs will vest only after the achievement of specified performance or stock price milestones, as described below.

2019 PSU Program

The PSUs granted to Dr. Fouse at the start of her employment vest if, during the five-year period beginning on February 1, 2019 and ending on February 1, 2024, the closing price of the issuer’s common stock equals or exceeds $120 per share for at least 20 consecutive trading days at any time during such five-year period.

The other PSUs that we granted to our NEOs during 2019, and to Dr. Car upon the start of his employment in 2014 because he joinedJanuary 2020, vest as to one-third of the company in May 2014, or a 2014 grant of restricted stock units to Mr. Goddard made in September 2014). A 15% average reduction was applied to annual equity awards to all

other employees and our board of directors. In reducing the size of 2015 annual stock option awards to executives,underlying shares upon our compensation committee, or boardcommittee’s determination of directors,the achievement of each of the following milestones, the performance period for which expires on December 31, 2022:

Meeting our internal forecast for sales of TIBSOVO® in the untreated AML population over the 12 months following FDA approval of a company-sponsored sNDA submission for TIBSOVO® as a monotherapy for the treatment of patients with newly diagnosed AML (milestone deemed achieved by the compensation committee in April 2020);

Receipt of written notice by the FDA of its approval of a new drug application for a company-sponsored submission for an investigational drug in the company’s PKR program (milestone not yet achieved); and

Receipt of written notice by the FDA of its acceptance of a company-sponsored investigational new drug application for a development candidate with a new mechanism of action for the company (milestone not yet achieved).

2021 PSU Program

The PSUs that we granted to our NEOs in February 2021 vest as applicable, sought to reflectone-half of the appreciationunderlying shares upon our compensation committee’s determination of our stock price from our initial public offering in 2013 to January 2015, while also reducing the potential dilutive impactachievement of new equity awards to accommodateeach of the company’s broader organizational growth without adversely affectingfollowing milestones, the competitivenessperformance period for which expires on December 31, 2024:

Exceeding our internal target for the number of PKD patients treated with mitapivat in the 12 months from start of U.S. commercial launch (milestone not yet achieved); and

Meeting the primary endpoint in a pivotal trial of mitapivat in thalassemia (milestone not yet achieved).

We believe that PSUs further increase the performance orientation of our executive compensation program or underminingand that the long-term incentives provided bymilestones under our 2021 PSU program and the company’sremaining milestones under our 2019 PSU program align with the strategic evolution of our company following the sale of our oncology business to Servier.

2021 Executive Compensation Decisions

In February 2021, our compensation program. The reduction also took into account the increase in the company’s stock price in February 2015 compared to March 2014. While the company reduced the number ofcommittee, and our board, as applicable, approved 2021 base salaries, target annual performance-based cash incentive levels and annual stock option, grantsRSU and PSU awards for our NEOs, other than Mr. Hirsch who resigned in 2015, the grant date fair value of the reduced number of stock options granted in 2015 is higher than the grant date fair value of the larger number of stock options granted to our named executive officers in prior years. This increaseSeptember 2020, as set forth in the value of annual stock option awards (and the corresponding increase in the value of total compensation for our named executive officers in 2015) is attributable largely to the significantly higher market value of our common stock on February 2, 2015, the date of these option grants, compared to prior years. On February 2, 2015, the closing price per share of our common stock as quoted on the NASDAQ Global Select Market (used for calculating the grant date fair value) was $107.89, as compared to $31.64 on March 5, 2014, the grant date of the 2014 annual stock option awards.table below.

 

   2015 Equity Incentive Awards  % Change over 2014 in
the Number of Equity
Incentive Awards
Dr. Schenkein  136,000(1)  -15.0%            
Mr. Higgons(2)    68,000(1)  -15.0%            
Dr. Biller, Ph.D.    68,000(1)  -15.0%            
Dr. Bowden, M.D.    17,000(3)      —(5)            
       6,265(4)  —            
Mr. Goddard    30,600(1)      -23.5%(6)            
  Target Bonus
Award as a
Percentage
of 2021
Base Salary
  Change in
Target Bonus
Award from
2020
  2021 Base
Salary ($)
  % Base
Salary
Increase
over 2020
  2021 Equity
Incentive
Awards
(Options)(1)
  2021 Equity
Incentive
Awards
(RSUs)(2)
  2021 Equity
Incentive
Awards
(PSUs)(3)
 

Jacqualyn A. Fouse, Ph.D.

  65     760,000   1.8%(4)   163,000      35,000 

Jonathan Biller

  45     530,140   6.0%(5)   44,000   11,000   10,000 

Christopher Bowden, M.D.

  45     530,547   3.0%(4)   44,000   11,000   10,000 

Bruce Car, Ph.D.

  45     515,000   3.0%(4)   44,000   11,000   10,000 

 

(1)On

Effective February 2, 2015,10, 2021, our compensation committee, or board of directors, as applicable, approved the grant of these stock option awards at an exercise price of $107.89.$56.68 per share, the closing price on the date of grant. The options are subject to time-based options of whichvesting, with 25% of the shares underlying the award will vestvesting on the first anniversary of the grant date and the remaining shares will vestvesting monthly thereafter in equal increments over 36 months.months, subject to continued service.

 

(2)Mr. Higgons stepped down as our chief operating officer, effective as of January 15, 2016.

(3)On

Effective February 2, 2015,10, 2021, our compensation committee, or board of directors, as applicable, approved the grant of these stock option awardsRSUs. The RSUs are subject to Dr. Bowden, the amount of which was pro-rated based on his start date, at an exercise price of $107.89. The options are time-based options of which 25%vesting, with one-third of the shares of common stock underlying the award will vestRSUs vesting on the first, anniversarysecond and third anniversaries of the grant date, and the remaining shares will vest monthly thereafter in equal increments over 36 months.subject to continued service.

 

(4)(3)On December 3, 2015, our compensation committee approved the grant of 6,265 performance share units to Dr. Bowden to reflect a market adjustment to his equity position in the company. Performance-based vesting criteria relates to milestone events specific to the Company’s corporate goals, specifically regulatory development milestones related to the Company’s product candidates. Upon vesting, each performance-based stock unit represents a contingent right to receive one share of our common stock.

(5)In 2014, Dr. Bowden was granted an option to purchase 120,000 shares of our common stock in connection with his joining the company. Dr. Bowden did not receive an annual equity incentive award in 2014.

(6)In 2014, Mr. Goddard received an annual equity incentive award consisting of an option to purchase 40,000 shares of our common stock. Additionally, in September 2014, Mr. Goddard received a grant of 10,000 restricted stock units in recognition of his role in the success of the company in 2014.

Clawback Policy

Effective April 22, 2016, we adopted a “clawback policy” which, in general, provides that, in the event that we are required to prepare an accounting restatement for periods ending on or after such date, we will make a reasonable attempt to recover from our current or former executive officers the pre-tax amount of certain incentive-based compensation in excess of what would have been paid to such executive officer after giving effect to the accounting restatement. For purposes of the policy, incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the company’s financial statements, any measures derived wholly or in part from such financial information, stock price or total shareholder return. If the incentive-based compensation is based on our stock price or total shareholder return and the amount of excess incentive-based compensation is not calculable directly from the information in an accounting restatement, the amount recovered shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was received. The policy shall be interpreted by our board of directors, or a duly established committee thereof.

Our Alignment of Pay and Performance: Realizable Pay

Paying for performance and aligning our management’s interests with those of shareholders serve as foundational priorities for our compensation approach. These priorities are intertwined: when our company performs well, shareholders benefit and our executives should be paid accordingly. In our view, the best way to create this alignment of interests is through executive compensation packages heavily weighted towards at risk long term incentives.

Since our initial public offering in 2013, our stock price has been volatile. As such, the grant date fair value of option grants – as displayed in the Summary Compensation Table (SCT) on page 49 – are not necessarily an accurate reflection of the actual realizable pay value of the compensation packages received by our named executive officers over the last several years. The best example of this is our 2015 option grants; as detailed in our Grants of Plan-Based Awards table on page 50, option grants to our named executive officers in 2015 had an exercise price of $107.89 per share, which was the closing price of our common stock on the NASDAQ Global Select Market on the date of grant, and is the price used to value those grants for the Summary Compensation Table. Based on our stock price of $48.58 as of April 15, 2016, those 2015 awards have zero realizable value. To graphically demonstrate the difference:

LOGO

The above charts compare our named executive officers’ aggregate option grants as reported in the SCT, estimates of the realizable value of such grants as of December 31, 2015, when our stock price closed at $64.92 per share, estimates of the realizable value of such grants as of April 15, 2016, when our stock price closed at $48.58 per share. Realizable value represents the intrinsic value of the option awards using the stock price as of December 31, 2015 or April 15, 2016. As demonstrated in these charts, our named executive officers’ option grants have dramatically declined in realizable value, reflecting an alignment of the interests of executives with those of shareholders.

2016 Executive Compensation Decisions

In February 2016, our compensation committee and our board approved 2016 base salaries, target annual performance-based cash incentive levels and annual stock option awards for our named executive officers (other than Mr. Higgons, who stepped down effective January 2016), as set forth in the table below.

   Target Bonus
Award of 2016

Base Salary
  Change in
Target Bonus
Award from
2015
   2016 Base
Salary
   % Base
Salary
Increase
over 2015
  2016 Equity
Incentive
Awards
  % Change in
the Number of
2016 Equity
Incentive
Awards over
2015
 

Dr. Schenkein

   60      $  568,000         9.8%(1)   102,000(2)   -25.0

Dr. Biller

   40      $416,889         4.0  45,220(2)   -33.5

Dr. Bowden

   40      $436,090         8.0%(1)   45,220(2)   166%(3) 

Mr. Goddard

   35      $327,818         3.0  20,330(2)   -33.6

(1)Increase reflects merit-based and market-based adjustments.

(2)On February 16, 2016,10, 2021, our compensation committee, or board of directors, as applicable, approved the grant of these stock option awards at an exercise price of $39.76.PSUs. The options are time-based options of which 25%PSUs vest as to one-half of the underlying shares underlyingof common stock upon the award will vest on the first anniversaryachievement of the grant dateeach of two specified clinical and the remaining shares will vest monthly thereafter in equal increments over 36 months.commercial milestones, subject to continued service.

(4)

Increase reflects merit-based adjustment.

 

(3)(5)Dr. Bowden’s 2015 annual equity incentive award was pro-rated based on

Increase reflects merit-based adjustment and recognition of the additional responsibilities of Mr. Biller upon his start date in May 2014. After adjusting for this proration, Dr. Bowden’s 2016 annual equity incentive award decreased by 33.5% from his 2015 award.appointment to chief financial officer, head of legal and corporate affairs effective September 11, 2020.

Salary increases for 20162021 were made effective as of January 1, 2016. Our named executive officers’2021. The annual cash incentive target award percentages remainpercentage for our continuing NEOs remained unchanged from 2015. The2020. Annual performance-based cash incentive program payouts for 20162021 annual cash incentives will be based on our performance against specific research, clinical, operational and financial company goals and, as stated above, will be capped at 150% of the target payout level.

As part of a review of annual equity incentive award levels, and, consistent with its efforts in 2015 to reduce the potential dilutive impact of new equity awards without adversely affecting the competitiveness of our executive compensation program or undermining the long-term incentives provided by the company’s compensation program, our compensation committee, or board of directors, as applicable, reduced the number of 2016 annual equity incentive awards to our named executive officers, other than awards to Dr. Bowden (Dr. Bowden’s 2015 annual equity incentive award was pro-rated based on his start date in May 2014; after adjusting for this pro-ration, Dr. Bowden’s 2016 annual equity incentive award decreased by 33.5% from his 2015 award), from 2015 levels by an average of 29%. A similar reduction of an average of 25% was also applied to annual equity awards to all other employees and our board of directors. These decisions were based on the executive compensation philosophy principles described earlier in this discussion, including our compensation committee’s assessment of achievement of company performance goals and the company’s stock performance during 2015.

Severance and Change in Control Benefits

In April 2016, our compensation committee adopted a Severance Plan, which applies to our named executive officersNEOs and certain other employees, and which became effective as of April 22, 2016. The Severance Plan provides for severance benefits in the event of a termination of such named executive officer’sNEO’s employment by us without cause or by such employee for good reason either (i) before or more than 18 months after a change ofin control, or (ii) within 18 months following a change ofin control. The severance benefits set forth in the Severance Plan supersede the severance benefits and certain equity acceleration benefits set forth in employment offer letters with our named executive officers.NEOs. Specifically, the Severance Plan eliminates single-trigger vesting on all equity grants made to our named executive officersNEOs after April 22, 2016 and provides that all unvested equity awards shall vest in full if a named executive officer’sNEO’s employment is terminated by an acquirer or us without cause or by such named executive officerNEO for good reason, each within 18 months following a change ofin control. For equity awards that were made prior to April 22, 2016, the applicable terms, if any, of the award agreements and employment offer letter between such named executive officer and us shall continue to apply and provide that:

in the event of a termination of a named executive officer without cause or by a named executive officer for good reason not in connection with a change in control, then, subject to an effective release of claims against us, (i) Dr. Schenkein shall be entitled to receive accelerated vesting of 100% of such equity awards, and (ii) each of Drs. Biller and Bowden shall be entitled to receive accelerated vesting of 25% of the original number of shares such equity awards granted.

upon a change of control, and subject to an effective release of claims against us, each of Drs. Biller, Bowden and Schenkein will be entitled to accelerated vesting of 75% of the then unvested shares under any equity awards granted prior to April 22, 2016, with the remaining 25% of such awards continuing to vest in accordance with the vesting schedule for such awards. If a named executive officer, other than Mr. Goddard, is terminated without cause or leaves for good reason upon or within 18 months following the change in control, then his equity awards shall immediately vest and become exercisable in full.

Prior to stepping down as chief operating officer, Mr. Higgons was entitled to severance and equity acceleration benefits consistent with those of Drs. Biller and Bowden.

Please refer to “—Employment, Severance and Change in Control Arrangements”Arrangements below for a more detailed discussion of severance and change in control benefits for our named executive officers.NEOs. We also have provided estimates of the value of the severance payments made and other benefits provided to our named executive officersNEOs under specified termination circumstances under the caption “—Potential Payments UponTermination or Change in Control”Control below. We believe that providing these benefits helps us compete for executive talent. These benefits are designed to promote stability and continuity of our senior management and are intended to preserve employee morale and productivity and encourage retention in the face of the disruptive impact of an actual, threatened, or rumored change ofin control of the company.

Health and Welfare Benefits

Our named executive officersNEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, life and disability insurance plans, in each case on the same basis as other employees. We believe that these health and welfare benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits.

401(k) Retirement Plan

We maintain a 401(k) retirement-retirement plan that is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code, or the Code. In general, all of our employees are eligible to participate, beginning on the first day of the month following commencement of their employment. The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation by up to the statutorily prescribed limit, equal to $18,000$19,500 in 2015,2020, and have the amount of the reduction contributed to the 401(k) plan. Participants who will turnturned age 50 in 2015 are2020 were also eligible to make “catch-up”“catch-up” contributions, which in 20152020 may be up to an additional $6,000$6,500 above the statutory limit. We currently matchIn 2020, we matched employee 401(k) contributions at a rate of $0.50$1.00 for each dollar contribution, up to 6%4% of eligible contributions. Matching contributions are 100% vested immediately.

Clawback Policy

Effective April 2016, we adopted a “clawback policy” which, in general, provides that, in the event that we are required to prepare an accounting restatement for periods ending on or after such date, we will make a reasonable attempt to recover from our current or former executive officers the pre-tax amount of certain incentive-based compensation in excess of what would have been paid to such executive officer after giving effect to the accounting restatement. For purposes of the policy, incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the company’s financial statements, or any measures derived wholly or in part from such financial information, stock price or total stockholder return. If the incentive-based compensation is based on our stock price or total stockholder return and the amount of excess incentive-based compensation is not calculable directly from the information in an accounting restatement, the amount recovered shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total stockholder return upon which the incentive-based compensation was received. The policy shall be interpreted by our board of directors, or a duly established committee thereof.

Perquisites

Consistent with our pay-for-performance philosophy, we provide only limited perquisites to our executives in connection with new hires. We do not provide personal perquisites such as automobile leases, driver services or provide aircraft for personal benefits to our named executive officers.use.

Anti-Hedging and Pledging Policy

Our insider trading policy expressly prohibits all of our employees, including our named executive officers,NEOs, as well as our directors, from engaging in speculative transactions in our stock, including short sales, puts/calls, hedging transactions and margin accounts or pledges.

No Tax Gross-ups

We do not provide for any tax gross-up payments to our named executive officers.NEOs.

Accounting and Tax Considerations

While ourWe account for equity compensation committee generally considers the financial accounting and tax implicationspaid to our companyemployees under the rules of itsFASB Codification Topic 718, which rules require us to estimate and record an expense over the service period of any such award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is accrued. To date, these accounting requirements have not impacted our executive compensation decisions, neither element was a material consideration in the compensation awarded to our named executive officers in 2015. For example, programs and practices.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1.0$1 million paid by a public companyin any taxable year to itseach of the company’s chief executive officer, chief financial officer and three most highly compensated officers (other than the chief executive officer and to each other officer (other than its chief financial officer) whose. Historically, compensation is requiredpaid to be reported to stockholders by reason of being among the three most highly paid executive officers. Qualifiedour chief financial officer and compensation that qualified under Section 162(m) as performance-based compensation is notwas exempt from the deduction limitation. However, subject to certain transition rules, tax reform legislation signed into law on December 22, 2017, expanded the deduction limitation if specified requirements are metto apply to compensation in excess of $1 million paid in any taxable year to our chief financial officer and eliminated the qualified performance-based compensation exception. As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid to each of the executives described above (other than certain grandfathered compensation) will not be deductible by us. We will periodically review the potential consequences of Section 162(m) on the various elements of our executive compensation program. Our board of directors and compensation committee reserve the right to use their business judgment to authorize

compensation payments that may be subject to the limitations under Section 162(m) when the board or compensation committee, may,as applicable, believe that compensation is appropriate and in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attractbest interests of the company and retain executive talent.our stockholders, after taking into consideration changing business conditions and performance of our employees.

Stock Ownership Guidelines

In April 2016, our compensation committee established equity ownership guidelines for our directors and executive officers to further align the interests of our board of directors and named executive officersNEOs with those of stockholders. The equity ownership guidelines are as follows: our chief executive officer must own shares worth at least three times his or her base salary; our other executive officers must own shares worth at least their base salary; and our non-employee directors must own shares worth at least three times the annual cash retainer. Our chief executive officer, other executive officers and non-employee directors have five years from May 1, 2016first being subject to these guidelines to satisfy these guidelines.the applicable ownership threshold.

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report of the compensation committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the compensation committee.

Respectfully submitted,

The Compensation Committee of the Board of Directors

Kaye Foster (chair)

Ian T. Clark

John M. Maraganore

Summary Compensation Table

The following table shows information regarding the compensation of our named executive officersNEOs during the fiscal years ended December 31, 2015, 20142020, 2019 and 2013.2018.

 

Name and
Principal Position

 Year  Salary ($)  Bonus
($)
  Stock
Awards
($)(1)
  Option
Awards
($)(1)
  Non-equity
Incentive Plan
Compensation
($)(2)
  All Other
Compensation
($)(3)
  Total ($) 

David P. Schenkein, M.D.(4)

  2015   $517,500     $9,290,670   $295,000   $10,052   $10,113,222  

President and Chief Executive Officer

  2014   $500,000     $3,486,013   $371,250   $1,978   $4,359,241  
  2013   $425,000           $957,057   $204,000   $3,005   $1,589,062  

J. Duncan Higgons(5)

  2015   $388,100     $4,647,695   $147,488   $10,039   $5,193,322  

Former Chief Operating Officer

  2014   $375,000     $1,743,752   $202,500   $1,978   $2,323,230  
  2013   $350,008           $478,525   $147,003   $              2,708   $978,244  

Scott Biller, Ph.D.

  2015   $400,900     $4,647,695   $152,325   $10,044   $5,210,964  

Chief Scientific Officer

  2014   $387,300     $1,743,788   $          209,142   $2,271   $2,342,501  
  2013   $376,000           $478,525   $157,920   $3,099   $1,015,544  

Christopher Bowden, M.D.(6)

  2015   $403,800   $150,000   $403,717   $1,164,002   $153,439   $10,044   $2,285,002  

Chief Medical Officer

  2014   $    251,432   $    120,000    $    2,917,823   $135,577   $1,066   $3,425,898  
  2013    -            -    -    -    -  

Glenn Goddard(7)

  2015   $318,300     $2,094,150   $105,824   $9,866   $2,528,140  

Sr. Vice President, Finance

  2014   $309,000    $502,400   $871,452   $131,402   $1,928   $1,816,182  
  2013   $269,138           $1,076,959   $117,000   $2,336   $1,465,433  

Name and

Principal Position

YearSalary ($)Bonus
($)
Stock
Awards
($)(1)
Option
Awards
($)(1)
Non-equity
Incentive Plan
Compensation
($)(2)
All Other
Compensation
($)(3)
Total ($)

Jacqualyn A. Fouse, Ph.D.

 2020 746,750 —   1,751,340 4,593,651 509,657 10,577 7,611,975

Chief Executive Officer

 2019 664,583 —   2,538,474 12,875,608 424,125 105,204 16,607,994
 2018 —   —   —   —   —   —   —  

Jonathan Biller

 2020 500,000 —   (4) (4) 258,750 10,578 769,328

Chief Financial Officer, Head of Legal and Corporate Affairs

 2019 39,583(5) 110,000(5) 1,008,334 2,025,036 —   936 3,183,889
 2017 —   —   —   —   —   —   —  

Christopher Bowden, M.D.

 2020 515,007 —   618,120 1,508,875 243,341 9,203 2,894,546

Chief Medical Officer

 2019 490,539 —   915,590 1,609,989 198,668 12,422 3,227,208
 2018 467,141 —   641,025 1,746,517 262,767 11,280 3,128,730

Bruce Car, Ph.D.(6)

 2020 494,318 —   833,301 1,499,943 236,250 164,231 3,228,043

Chief Scientific Officer

 2019 —   —   —   —   —   —   —  
 2018 —   —   —   —   —   —   —  

Andrew Hirsch

 2020 361,234 —   618,120 1,508,875 —   397,893(7) 2,886,122

Former Chief Financial Officer

 2019 500,476 —   1,923,145 1,609,989 202,693 12,528 4,248,831
 2018 471,329 —   641,025 1,746,517 265,123 12,864 3,136,858

 

(1)

Amounts listed represent the aggregate fair value amount computed as of the grant date of the awards granted in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8,15, Share-Based Payments, of the Notes to our Consolidated Financial Statements filed onin our Annual Report on Form 10-K, filed with the SEC on February 26, 2016.25, 2021. For Dr. Car, the 2020 amount in the “Stock Awards” column also reflects the grant date fair value of PSUs granted in connection with the start of his employment, based upon the probable outcome at the time of grant. The value of Dr. Car’s 2020 PSU award at the grant date assuming that the highest level of performance conditions was achieved would be $999,961. For PSUs granted in 2019, the amounts in the “Stock Awards” column includes the grant date fair value of such awards based upon the probable outcome at the time of grant. The value of the 2019 PSU awards for Dr. Fouse, Mr. Hirsch and Dr. Bowden at the grant date assuming that the highest level of performance conditions were achieved would be $2,299,956, $1,000,913 and $981,033, respectively. The value of the 2019 PSU award for Mr. Biller at the grant date assuming that the highest level of performance conditions was achieved would be $999,964.

 

(2)

Amounts represent awards to our named executive officersNEOs under our annual performance-based cash incentive program. See “AnnualAnnual Performance-based Cash Incentives”Incentives for a description of that program. Annual cash incentive compensation earned during the year is typically paid in the following year.

 

(3)

For 2020, amounts include a matching contribution under the company’s 401(k) plan for Dr. Fouse, Mr. Biller, Dr. Bowden, Dr. Car and Mr. Hirsch of $9,957, $9,958, $8,583, $4,167 and $11,200 respectively. Amounts representalso include the dollar value of groupcompany-paid life insurance and disability insurance premiums paid during the fiscal year with respect to life insurance for the named executive officer, as well as premiums paid by us for short- and long-term disability insurance policies consistent with those provided to all of our employees. Amounts also include a matching contribution of $7,950 to the company’s 401(k) plan for each named executive officer in 2015.NEO.

 

(4)Dr. Schenkein also serves

Mr. Biller joined the company as chief legal officer effective December 3, 2019, and as a member of our board of directors but doesresult did not receive any additional compensation for his service as a director.an annual equity award in 2020.

(5)

Mr. Higgons stepped down as our chief operating officer effective January 15, 2016.Biller’s 2019 annual base salary was $500,000, which was pro-rated in 2019 for the period in which he served. In addition, Mr. Biller received a sign-on bonus of $110,000 in 2019.

 

(6)

Dr. Bowden’s 2014Car’s 2020 annual base salary is $395,000;was $500,000; however, as Dr. BowdenCar joined the company as chief medicalscientific officer in May 2014,effective January 6, 2020, his base salary reported was pro-rated in 2014.2020. In addition, Dr. BowdenCar received a sign-on bonus of $120,000stock option, RSU and PSU awards upon hire. In addition to the items set forth in 2014 and a relocation bonus of $150,000 in 2015. Dr. Bowden also was eligible to participatefootnote (3) above, the amount in the annual cash incentive program“All Other Compensation” column for Dr. Car includes $159,454 in 2014,relocation assistance provided by the Company in connection with the start of his award being pro-rated. Additionally, Dr. Bowden received a stock option award upon hire.employment.

(7)

Mr. Hirsch resigned as our chief financial officer effective September 11, 2020. In connection with his resignation, he received severance benefits under the promotionSeverance Benefits Plan, as described below under “—Employment, Severance and Change in Control Arrangements—Benefits Provided Upon Termination Not in Connection with a Change in Control.” In addition to the items set forth in footnote (3) above, the amount in the “All Other Compensation” column for 2020 includes the following 2020 compensation paid to Mr. Hirsch subsequent to his resignation, pursuant to the terms of Mr. Goddard from vice president, finance to senior vice president, finance onthe Severance Benefits Plan: $154,256 in salary and effective August 28, 2013, our compensation committee approved an increase$231,971 in Mr. Goddard’s annual base salary from $253,707 to $300,000, effective September 1, 2013.bonus.

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer. The purpose of this disclosure is to provide a measure of the equitability of pay within our company. We believe our compensation philosophy and process yield an equitable result for all of our employees. During the fiscal year ended December 31, 2020, our principal executive officer was our chief executive officer Dr. Jacqualyn Fouse. For the fiscal year ended December 31, 2020, the total compensation for Dr. Fouse, as reported in the Summary Compensation Table above, was $7,611,975. For the fiscal year ended December 31, 2020, the total compensation for our median employee (identified as disclosed below) was $253,211, resulting in a pay ratio of approximately 30:1.

Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing such pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the pay ratio disclosure. We identified the median employee for 2019 as of October 1, 2019 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) target bonus for 2019, and (C) the estimated fair value of any equity awards granted during the fiscal year ended December 31, 2019 and, (ii) ranking this aggregated compensation measure for our employees from lowest to highest. Amounts paid in currencies other than U.S. Dollars were converted based on the average annual exchange rate as of October 1, 2019. This calculation was performed for all employees, excluding Dr. Fouse. We have reviewed the changes in our employee population and employee compensatory arrangements during 2020 and, based on that review, determined that there has been no change in our employee population or employee compensatory arrangements that would significantly impact the pay ratio disclosure and require us to identify a new median employee. The median employee whose compensation was disclosed in our prior year proxy statement received a promotion during 2020 that resulted in that employee’s compensation being anomalous. We have substituted that employee with a different employee whose compensation is substantially similar to the original median employee based on the compensation measure used to select the original median employee described above.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median

compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Grants of Plan-Based Awards for 2020

The following tables sets forth information concerning each grant of an award made to a named executive officerNEO during the fiscal year ended December 31, 20152020 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:received. The cash awards were made under our annual cash incentive program and the equity awards were made under our 2013 Stock Incentive Plan. Each grant was authorized by our compensation committee, or board of directors, as applicable. For more information on equity acceleration benefits under specified circumstances, see “—Employment, Severance and Change in Control Arrangements.”

 

        Grants of Plan-Based Awards 
  Date of
Grant
  Date of
Compensation
Committee
Approval
  Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(#)
  All Other
Option
Awards:
Number of
Securities
Underlying
Options(#)
  Exercise
or Base
Price of
Option
Awards
($)
  Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(2)
 

Name

   Threshold
($)
  Target
($)
  Maximum
($)
     

David P. Schenkein, M.D.(3)

    -    284,625    -      
   3/2/15    2/2/15                    136,000(4)   107.89    9,290,670  
         

Duncan Higgons(3)(5)

    -    155,240    -      
   3/2/15    2/2/15                    68,000(4)   107.89    4,647,695  
         

Scott Biller, Ph.D.(3)

    -    160,360    -      
   3/2/15    2/2/15                    68,000(4)   107.89    4,647,695  
         

Christopher Bowden, M.D.(3)

    -    161,520    -      
  3/2/15    2/2/15        17,000(4)   107.89    1,164,002  
   12/21/15    12/3/15                6,265(6)           403,717  

Glenn Goddard(3)

    -    111,405    -      
   3/2/15    2/2/15                    30,600(4)   107.89    2,094,150  
  Date of
Grant
  

 

Estimated Future Payouts
Under Non-Equity Incentive
Plan  Awards(1)

  

 

Estimated Future Payouts
Under Equity Incentive
Plan Awards

  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(#)
  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(2)
  Exercise
or Base
Price of
Option
Awards
($)(3)
  Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)(4)
 

Name

 Threshold
($)
  Target
($)
  Maximum
($)
  Threshold
(#)
  Target
(#)
  Maximum
(#)
 

Jacqualyn A. Fouse, Ph.D.

   —     485,388   728,081        
  2/14/2020         34,000(5)     1,751,340 
   2/14/2020                               137,000   51.51   4,593,651 

Jonathan Biller

      —     225,000   337,500                             

Christopher 
Bowden, M.D.

   —     231,753   347,630        
  2/14/2020         12,000(5)     618,120 
   2/14/2020                               45,000   51.51   1,508,875 

Bruce Car, Ph.D.(6).

   —     225,000   337,500        
  1/06/2020         10,311(5)     499,980 
  1/06/2020      6,874(7)   20,622(7)   — (7)      333,320 
   1/06/2020                               47,007   48.49   1,499,943 

Andrew Hirsch(8)

   —     231,971   347,956        
  2/22/2019         12,000(5)     618,120 
   2/14/2020                               45,000   51.51   1,508,875 

 

(1)

Amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts, respectively, payable under our annual incentive cash program as described above under Annual“Annual Performance-based Cash Incentives.”Actual amounts paid are presented above underin the same caption.Summary Compensation Table above.

 

(2)

Options subject to time-based vesting criteria established by the compensation committee and described in the footnotes to the Outstanding Equity Awards at Fiscal Year End table below.

(3)

The exercise price per share of these stock options is equal to the closing price of our common stock on the grant date.

(4)

Amounts listed represent the aggregate fair value amount computed as of the grant date of the awards

granted in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8,15, Share-Based Payments, of the Notes to our Consolidated Financial Statements filed onin our Annual Report on Form 10-K, filed with the SEC on February 26, 2016.

(3)25, 2021. For information on vesting acceleration upon termination of employment, see the “—Employment, Severance and Change in Control Arrangements” section below.

(4)On February 2, 2015, our compensation committee and, for Dr. Schenkein, the board of directors approved this grant at an exercise price of $107.89, the fair market value on the date of grant. The options are time-based options, and 25% of the shares underlying the options will vest on the first anniversary ofPSUs, these amounts reflect the grant date andfair value of such awards based upon the remaining shares will vest monthly thereafter in equal increments over 36 months.probable outcome at the time of grant.

 

(5)

RSUs subject to time-based vesting criteria established by the compensation committee and described in the footnotes to the Outstanding Equity Awards at Fiscal Year End table below.

(6)

Dr. Car joined the company as chief scientific officer effective January 6, 2020, and received stock option, RSU and PSU awards upon hire.

(7)

PSUs vest upon the achievement of specified corporate milestones established by the compensation committee and described in the footnotes to the Outstanding Equity Awards at Fiscal Year End table below. Threshold payout assumes one-third of the specified performance vesting criteria are achieved. Target payout assumes 100% of the specified performance vesting criteria are achieved.

(8)

Mr. Higgons stepped downHirsch resigned as our chief operatingfinancial officer effective September 11, 2020. Following his resignation, Mr. Hirsch served as a strategic advisor to the company for approximately two months and, consequently, the exercise period for Mr. Hirsch’s vested stock option awards was extended through January 15, 2016.29, 2021. Mr. Hirsch’s unvested RSU and PSU awards were forfeited at the time of his resignation.

(6)On December 3, 2015, our compensation committee approved the grant of 6,265 performance share units to Dr. Bowden to reflect a market adjustment to his equity position in the company. Performance-based vesting criteria relates to milestone events specific to the Company’s corporate goals, specifically the achievement of regulatory development milestones related to the Company’s product candidates. Upon vesting, each performance-based stock unit represents a contingent right to receive one share of our common stock.

Outstanding Equity Awards at Fiscal Year-endYear-End

The following table sets forth information concerning outstanding equity awards for each of our named executive officersNEOs at December 31, 2015:2020. For more information on equity acceleration benefits under specified circumstances, see “-Employment, Severance and Change in Control Arrangements.”

 

     Option Awards  Stock Awards 

Name

 Grant
Date
  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
  Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
shares or
units of
stock that
have not
vested
(#)
  Market
value of
shares
or units
of stock
that
have
not
vested
(#)
 

David P. Schenkein, M.D.(1)

        
  08/13/2009    265,837    -    -    $0.31    08/12/2019    
  08/13/2009    207,692    -    -    $0.31    08/12/2019    
  03/02/2011    36,363    -    -    $0.47    03/01/2021    
  04/06/2012    72,727    -    -    $2.34    04/05/2022    
  04/28/2013    68,181    -    68,182(2)   $9.05    04/29/2023    
  03/05/2014    58,698    90,003(3)   -    $31.64    03/04/2024    
   03/02/2015    -    136,000(3)   -    $107.89    03/01/2025          

J. Duncan Higgons(1)(4)

        
  04/06/2012    57,024    -    -    $2.34    04/05/2022    
  04/30/2013    34,090    -    34,091(2)   $9.05    04/29/2023    
  03/05/2014    34,994    45,006(3)   -    $31.64    03/04/2024    
   03/02/2015    -    68,000(3)   -    $107.89    03/01/2025          

Scott Biller, Ph.D.(1)

        
  12/07/2010    5,000    1,500(5)   -    $0.47    12/06/2020    
  12/07/2010    4,636    -    7,727(6)   $0.47    12/06/2020    
  12/07/2010    76,881    -    -    $0.47    12/06/2020    
  04/06/2012    63,636    -    -    $2.34    04/05/2022    
  04/30/2013    34,090    -    34,091(2)   $9.05    04/29/2023    
  03/05/2014    1,994    45,006(3)   -    $31.64    03/04/2024    
   03/02/2015    -    68,000(3)   -    $107.89    03/01/2025          

Chris Bowden(1)

        
  05/31/2014    42,500    72,500(3)   -    $35.16    05/30/2024    
  03/02/2015    -    17,000(3)   -    $107.89    03/01/2025    
   12/21/2015    -    -    -    -    -    6,265(7)   406,724  

Glenn Goddard(1)

        
  09/15/2011    455    -    -    $0.69    09/14/2021    
  08/28/2013    6,019    22,917(3)   -    $23.10    08/27/2023    
  03/05/2014    5,748    22,503(3)   -    $31.64    03/04/2024    
   03/02/2015    -    30,600(3)   -    $107.89    03/01/2025          
     Option Awards  Stock Awards 

Name

 Grant
Date
  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
  Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)
  Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
  Option
Exercise
Price
($)
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2)
  Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)(3)
  Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(4)
  Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(#)(3)
 

Jacqualyn A. Fouse, Ph.D.

          
  12/03/2017   11,992   4,008   -  $61.17   12/03/2027     
  05/31/2018   5,700   -   -  $93.50   05/31/2028     
  02/01/2019   160,572   189,774   -  $53.87   02/01/2029     
  02/01/2019   -   -   -   -   -   -   -   42,695(5)   1,849,974 
  04/11/2019   -   -   -   -   -   -   -   12,379(6)   536,382 
  02/14/2020   -   137,000   -  $51.51   02/14/2030   -   -   
   02/14/2020   -   -   -   -   -   34,000   1,473,220         

Jonathan Biller

          
  12/03/2019   19,706   59,118   -  $39.11   12/03/2029     
  12/03/2019   -   -   -   -   -   11,506   498,555   
   12/03/2019   -   -   -   -   -           8,523(6)   369,302 

Christopher Bowden, M.D.

          
  05/31/2014   15,723   -   -  $35.16   05/30/2024     
  03/02/2015   17,000   -   -  $107.89   03/01/2025     
  02/16/2016   45,220   -   -  $39.76   02/15/2026     
  02/21/2017   45,616   1,984   -  $50.40   02/20/2027     
  02/16/2018   23,368   9,632   -  $77.70   02/16/2028     
  02/16/2018   -   -   -   -   -   2,750   119,158   
  02/22/2019   18,330   21,670   -  $58.86   02/22/2029     
  02/22/2019   -   -   -   -   -   6,667   288,881   
  04/11/2019   -   -   -   -   -     5,280(6)   228,782 
  02/14/2020   -   45,000   -  $51.51   02/14/2030     
   02/14/2020   -   -   -   -   -   12,000   519,960         

Bruce Car, Ph.D.

          
  01/06/2020   -   47,007   -  $48.49   01/06/2030     
  01/06/2020   -   -   -   -   -   10,311   446,776   
   01/06/2020   -   -   -   -   -           6,874(6)   297,850 

Andrew Hirsch(7)

          
  09/20/2016   125,000   -   -  $49.83   01/29/2021     
  02/21/2017   43,632   -   -  $50.40   01/29/2021     
  02/16/2018   21,992   -   -  $77.70   01/29/2021     
   02/22/2019   16,664   -   -  $58.86   01/29/2021                 

 

(1)For information on equity acceleration benefits under specified circumstances, see “—Employment, Severance and Change in Control Arrangements.”

(2)The shares vest as follows: 50% uponwith 25% of the initiation of our first pivotal clinical trial, as determined by our board of directors; and 50% uponshares underlying the submission to the U.S. Food and Drug Administration of our first New Drug Application or foreign equivalent, as determined by our board of directors.

(3)The shares will vest as follows: 25%option vesting on the first anniversary of the grant date withand the remaining shares vesting monthly thereafter in equal increments over 36 months.months, subject to continued service.

 

(2)

Represents RSUs, each unit representing a contingent right to receive one share of common stock. One-third of the shares underlying the units vest on the first, second and third anniversary of the grant date, subject to continued service.

(3)

Amounts shown are based on a price of $43.33 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2020, the last trading day of the year.

(4)Mr. Higgons stepped down as our chief operating officer effective January 15, 2016.

These amounts represent the number of PSUs granted assuming threshold performance conditions are met.

 

(5)The shares commence vesting upon

Represents PSUs, each unit representing a contingent right to receive one share of common stock if, during the acceptance by Celgenefive-year period beginning on February 1, 2019 and ending on February 1, 2024, the closing price of two development candidates under our collaboration agreement,common stock equals or exceeds $120 per share for at which point the shares will vest as follows: 25% immediately, with equal monthly vesting for the remaining unvested shares over the following 36 months. On April 30, 2013, our board of directors determined that this milestone was achieved as of March 18, 2013; accordingly 25% of the shares underlying the option vested on that date.least 20 consecutive trading days at any time during such five-year period.

 

(6)The

Represents PSUs, each unit representing a contingent right to receive one share of common stock. One-third of the shares commence vestingunderlying the units vest upon the closingachievement of a significant new strategic collaboration,each of three specified research, regulatory and commercial milestones, as determined by our board of directors, at which point the shares underlying this option will vest as follows: 25% immediately, with equal monthly vesting for the remaining unvested shares over the following 36 months.compensation committee. The first performance milestone was deemed to be achieved in April 2020. The performance period ends on December 31, 2022.

 

(7)On December 3, 2015, our compensation committee approved the grant of 6,265 performance share units to Dr. Bowden to reflect

Following his resignation as chief financial officer in September 2020, Mr. Hirsch served as a market adjustment to his equity position in the company. Performance-based vesting criteria relates to milestone events specificstrategic advisor to the Company’s corporate goals, specificallycompany for approximately two months and, consequently, the achievement of regulatory development milestones related to the Company’s product candidates, whichexercise period for Mr. Hirsch’s vested stock option awards was deemed to be not probable as of December 31, 2015.extended through January 29, 2021.

Option Exercises and Stock Vested in 2020

The following table sets forth information concerning option exercises and stock vested for each of our named executive officersNEOs during the fiscal year ended December 31, 2015:2020:

 

   Options Award 
   Number of Shares
Acquired on Exercise(#)
   Value Realized
on Exercise($)(1)
 

David Schenkein, M.D.

   47,000     4,510,830  

J. Duncan Higgons(2)

   160,000     14,658,087  

Scott Biller, Ph.D.

   50,800     3,563,003  

Chris Bowden, M.D.

   5,000     427,537  

Glenn Goddard

   60,856     5,005,651  
   Option Awards  Stock Awards
   Number of Shares
Acquired on Exercise(#)
  Value Realized
on Exercise($)(1)
  Number of Shares
Acquired on Vesting(#)
  Value realized on
Vesting($)(2)

Jacqualyn A. Fouse, Ph.D.

    —      —      12,379    492,437

Jonathan Biller

    —      —      14,276    606,157

Christopher Bowden, M.D.

    55,277    825,410    11,363    528,707

Bruce Car, Ph.D.

    —      —      6,874    273,448

Andrew Hirsch(3)

    —      —      17,363    800,505

 

(1)

The value realized when the stock options were exercised represents the excess of the fair market value of the shares at the time of exercise over the exercise price of the stock options.

 

(2)

The value realized when the stock awards vested represents the number of shares underlying the units vested multiplied by market value of the shares on the vesting date.

(3)

Mr. Higgons stepped downHirsch resigned as our chief operatingfinancial officer effective January  15, 2016.September 11, 2020.

Employment, Severance and Change in Control Arrangements

Severance Benefits Plan

In April 22, 2016, our compensation committee adopted a Severance Benefits Plan, or the Severance Plan, which applies to our named executive officersNEOs and certain other officers and key employees. The Severance

Plan provides for severance benefits in the event of a termination of such named executive officer’sNEO’s employment by us without cause or by such employee for good reason either (i) before or more than 18 months after a change ofin control, or (ii) within 18 months following a change in control. Except as specifically provided below, the severance benefits set forth in the Severance Plan supersede any severance benefits set forth in award agreements and/or employment offer letters with such named executive officers.NEOs.

Benefits Provided Upon Termination Not in Connection with a Change in Control.Under the terms of the Severance Plan, subject to the execution and effectiveness of a release of claims against us, if a named executive officer’sNEO’s employment is terminated by us without cause or by such named executive officerNEO for good reason prior to or more than 18 months following a change ofin control:

 

 (i)

we will beare obligated (A) to pay an amount equal to his or her then-current monthly base salary for a period of 12 months and 100% of his target annual cash incentive in a lump sum, with the exception of Mr. Goddard, who will be entitled to an amount equal to his then-current monthly base salary for a period of 9 months and 75% of hissuch NEO’s target annual cash incentive in a lump sum, and (B) subject to certain exceptions, to contribute to the cost of COBRA coverage for health and dental insurance on the same basis as our contribution to Company-providedcompany-provided health and dental insurance coverage in effect for active employees with the same coverage elections for a period of 12 months, with the exception of Mr. Goddard, who will be entitled to such insurance for a period of 9 months; and

 

 (ii)

there will be no vesting acceleration for any equity award made to our named executive officersNEOs on or after April 22, 2016, the effective date of the Severance Plan, and for any equity awards granted prior to the effective date of the Severance Plan, the treatment of such equity awards shall be dictated by the applicable terms, if any, of the award agreements and/or employment offer letter between such named executive officerNEO and us. All equity awards held by NEOs granted prior to the effective date of the Severance Plan are fully vested.

Prior to September 11, 2020, Mr. Hirsch was eligible for the same benefits as described above. Following his resignation effective September 11, 2020, Mr. Hirsch was compensated under the Severance Plan in accordance with the terms set forth under “Benefits Provided Upon Termination Not in Connection with a Change in Control” above. The amounts Mr. Hirsch received under the Severance Plan are set forth in the Summary Compensation Table above and the notes thereto.

Benefits Provided Upon Termination in Connection with a Change in Control.Under the terms of the Severance Plan, subject to the execution and effectiveness of a release of claims against us, if a named executive officer’sNEO’s employment is terminated by us without cause or by such named executive officerNEO for good reason within 18 months following a change ofin control:

 

 (i)

we will beare obligated (A) to pay an amount equal to his or her then-current monthly base salary for a period of 12 months and 100% of hissuch NEO’s target annual cash incentive in a lump sum, with the exception of Dr. Schenkein,Fouse, who will be entitled to an amount equal to hisher then-current monthly base salary for a period of 24 months and 200% of his target annual cash incentive in a lump sum, and Mr. Goddard, who will be entitled to an amount equal to his then-current monthly base salary for a period of 9 months and 75% of hisher target annual cash incentive in a lump sum, and (B) subject to certain exceptions, to contribute to the cost of COBRA coverage for health and dental insurance on the same basis as our contribution to company-provided health and dental insurance coverage in effect for active employees with the same coverage elections for a period of 12 months, with the exception of Dr. Schenkein,Fouse, who will be entitled to such insurance for a period of 24 months and with the exception of Mr. Goddard, who will be entitled to such insurance for a period of 9 months; and

 

 (ii)

any unvested equity awards shall become fully vested; provided that the treatment for such named executive officers’NEOs’ equity awards granted prior to the effective date of the Severance Plan shall be governed by the applicable terms, if any, of the award agreements and/or employment offer letter between such named executive officerNEO and us. All equity awards held by NEOs granted prior the effective date of the Severance Plan are fully vested.

For a discussion ofPrior to his resignation effective September 11, 2020, Mr. Hirsch was eligible for the vesting acceleration for equity awards made to Drs. Schenkein, Biller and Bowden prior to April 22, 2016, the effective date of the Severance Plan, see “—Employment Offer Letters,” below.same benefits as described above.

Employment Offer Letters

We have entered into employment offer letters with each of our named executive officersNEOs pursuant to which such named executive officerNEO is employed “at will,” meaning heeach NEO or we may terminate the employment arrangement at any time. Such offer letters establish the named executive officer’sNEO’s title, initial compensation arrangements, and eligibility for benefits made available to employees generally.

The

In connection with his appointment as chief scientific officer, we entered into an employee offer letter agreement with Dr. Car, effective January 6, 2020 providing for the terms of his employment, offer letters with eachincluding (i) an annual base salary of Drs. Schenkein, Biller and Bowden provide for any equity awards that were made prior$500,000; (ii) an annual target bonus equal to April 22, 2016,45% of his base salary; (iii) a one-time grant of an option to purchase 47,007 shares of common stock at an exercise price of $48.49 per share, the effectiveclosing price on the date of grant, which shall vest as to 25% of the underlying shares on January 6, 2021 and as to the remaining shares on a monthly basis thereafter in equal increments over 36 months; (iv) a one-time grant of 10,311 RSUs, each unit representing a contingent right to receive one share of common stock, which shall vest in equal annual installments on the first, second and third anniversaries of the date of grant; (v) a one-time grant of 20,622 PSUs, each unit representing a contingent right to receive one share of common stock, which shall vest as to one-third of the underlying shares of common stock upon the achievement of specified research, regulatory and commercial milestones; (vi) relocation assistance covering reasonable relocation costs; and (vii) severance benefits in accordance our Severance Plan, to accelerate as follows:described below.

(i)in the case of Dr. Schenkein (A) in the event of a change of control, 75% of his unvested shares shall vest immediately, and 25% of his unvested shares shall continue to vest, but shall be subject to immediate vesting in full if Dr. Schenkein is terminated without cause or resigns for good reason upon or within 18 months following such change in control, and (B) in the event that he is terminated without cause or for good reason prior to a change of control, then all of his then unvested shares shall immediately vest in full; and

(ii)in the case of Drs. Biller and Bowden, (A) in the event of a change of control, 75% of such officer’s unvested shares shall vest immediately, and 25% of such officer’s unvested shares shall continue to vest, but shall be subject to immediate vesting in full if such officer is terminated without cause or resigns for good reason upon or within 18 months following such change in control, and (B) in the event that such officer is terminated without cause or resigns for good reason prior to a change of control, then 25% of the original number of shares underlying such officer’s equity awards shall immediately vest in full.

Other Agreements

We have entered into non-competition, non-solicitation, confidentiality and assignment agreements with each of our named executive officers.NEOs. Under the non-competition, non-solicitation, confidentiality and assignment agreements, each named executive officerNEO has agreed (i) not to compete with us during hissuch officer’s employment and for a period of one year after the termination of hissuch officer’s employment, (ii) not to solicit our employees or customers during his employment and for a period of one year after the termination of hissuch officer’s employment, (iii) to protect our confidential and proprietary information, and (iv) to assign to us related intellectual property that is developed during the course of hissuch officer’s employment and for a period of six months after the termination of hissuch officer’s employment, that results from tasks assigned by us or that results from the use of our property, premises, or confidential information.

Potential Payments Upon Termination or Change in Control

Payments After Giving Effect to Severance Plan. In April 2016, our compensation committee adopted athe Severance Plan, which applies to our named executive officers.NEOs. The Severance Plan provides for severance benefits in the event of a termination of such named executive officer’sNEO’s employment by us without cause or by such employee for good reason, either (i) before or more than 18 months after a change ofin control, or (ii) within 18 months following a change in control. TheSee “ —Severance Benefits Plan” for a further description of the terms of the Severance Plan. Receipt of any severance benefits set forth inunder the Severance Plan supersede certainrequire that the NEO comply with the provisions of any applicable non-competition, non-solicitation, and other obligations to us; and (b) execute and deliver a suitable severance benefits that were in effectagreement and release under which the NEO releases and discharges us and our affiliates from and on December 31, 2015account of any and that are set forth inall claims between us and the table below under ��Payments Before Giving Effect to Severance Plan.” Accordingly, theNEO.

The following table sets forth potential

payments upon termination and change in control that would be made to our named executive officersNEOs, other than Mr. Hirsch, assuming that such termination or change in control occurred on December 31, 2015, but2020, after giving effect to the adoption of the Severance Plan. In addition to the amounts shown in the table below, each executiveNEO would be entitled to receive payments for base salary and vacation time accrued through the date of termination and payment for any reimbursable business expenses incurred. Mr. Higgons is not included in the table below as he was no longer an executive officer of the company as of January 2016. Prior to stepping down, Mr. Higgons was entitled to severance benefits consistent with those of Drs. Biller and Bowden. For a further description of the current severance benefits applicable to our named executive officers, see “—Employment, Severance and Change in Control Arrangements” above.

    Triggering Event 

Name

 

Benefit

 Change in
Control (Without
Termination of
Employment)
($)
  Resignation For
Good Reason or
Termination
Without Cause
Before or More
Than 18 Months
Following a
Change In
Control
($)
  Resignation For
Good Reason or
Termination
Without Cause
Upon or
Within 18 Months
Following a
Change-in-
Control
($)
 

David P. Schenkein, M.D.

 Severance Payments  —       517,500(1)    1,035,000(8)  
 

Bonus Payment

  —       310,500(2)    621,000(9)  
 

Continuation of Benefits

  —       846(3)    1,692(10)  
 

Market Value of Stock Vesting(4)

  14,323,868(5)    19,098,490(6)    19,098,490(6)  
  

 

 

  

 

 

  

 

 

 
 

Total

  14,323,868   19,927,336   20,756,182 
  

 

 

  

 

 

  

 

 

 

Scott Biller, Ph.D.

 Severance Payments  —       400,900(1)    400,900(1)  
 

Bonus Payment

  —       160,360(2)    160,360(2)  
 

Continuation of Benefits

  —       846(3)    846(3)  
 

Market Value of Stock Vesting(4)

  7,611,367(5)    2,537,122(7)    10,148,489(6)  
  

 

 

  

 

 

  

 

 

 
 

Total

  7,611,367   3,099,228   10,710,595 
  

 

 

  

 

 

  

 

 

 

Chris Bowden, M.D.

 Severance Payments  —       403,800(1)    403,800(1)  
 

Bonus Payment

  —       161,520(2)    161,520(2)  
 

Continuation of Benefits

  —       846(3)    846(3)  
 

Market Value of Stock Vesting(4)

  4,357,755(5)    1,452,585(7)    5,810,340(6)  
  

 

 

  

 

 

  

 

 

 
 

Total

  4,357,755   2,018,751   6,376,506 
  

 

 

  

 

 

  

 

 

 

Glenn Goddard

 Severance Payments  —       238,725(11)    238,725(11)  
 

Bonus Payment

  —       83,554(12)    83,554(12)  
 

Continuation of Benefits

  —       635(13)    635(13)  
 

Market Value of Stock Vesting(4)

  —       —       4,935,218(6)  
  

 

 

  

 

 

  

 

 

 
 

Total

  —       322,914   5,258,132 
  

 

 

  

 

 

  

 

 

 
    Triggering Event 

Name

 

Benefit

 Change in
Control (Without
Termination of
Employment)
($)
  Resignation For
Good Reason or
Termination
Without Cause
Before or More
Than 18 Months
Following a
Change In
Control
($)
  Resignation For
Good Reason or
Termination
Without Cause
Upon or
Within 18 Months
Following a
Change-in-
Control
($)
 

Jacqualyn A. Fouse, Ph.D.

 Severance Payments  —       746,750(1)   1,493,500(2) 
 Bonus Payment  —       485,388(3)   970,775(4) 
 Continuation of Benefits  —       13,119(5)   26,238(6) 
 Market Value of Stock Vesting  —          4,396,002(7) 
  

 

 

  

 

 

  

 

 

 
 Total  —       1,245,257   6,886,515 

Jonathan Biller

 

Severance Payments

 

 

—    

 

 

 

500,000(1)

 

 

 

500,000(1)

 

 Bonus Payment  —       225,000(3)   225,000(3) 
 Continuation of Benefits  —       11,776(5)   11,776(5) 
 Market Value of Stock Vesting  —       —        1,486,593(7) 
  

 

 

  

 

 

  

 

 

 
 Total  —       736,776   2,223,369 

Christopher Bowden, M.D.

 

Severance Payments

 

 

—    

 

 

 

515,007(1)

 

 

 

515,007(1)

 

 Bonus Payment  —       231,753(3)   231,753(3) 
 Continuation of Benefits  —       23,552(5)   23,552(5) 
 Market Value of Stock Vesting  —       —        1,385,607(7) 
  

 

 

  

 

 

  

 

 

 
 Total  —       770,311   2,155,918 

Bruce Car, Ph.D.

 

Severance Payments

 

 

—    

 

 

 

500,000(1)

 

 

 

500,000(1)

 

 Bonus Payment  —       225,000(3)   225,000(3) 
 Continuation of Benefits  —       13,119(5)   13,119(5) 
 Market Value of Stock Vesting  —       —        1,042,476(7) 
  

 

 

  

 

 

  

 

 

 
 Total  —       738,119   1,780,595 

Andrew Hirsch(8)

 

Severance Payments

 

 

—    

 

 

 

515,490(1)

 

 

 

 

 Bonus Payment  —       231,971(3)    
 Continuation of Benefits  —       17,664(5)    
 Market Value of Stock Vesting  —       —         
  

 

 

  

 

 

  

 

 

 
 Total  —       765,124    

 

(1)

Represents 12 monthly payments of each executive’s monthly base salary from the time of termination.

 

(2)

Represents 24 monthly payments of executive’s monthly base salary from the time of termination.

(3)

Represents a lump sum payment equal to each executive’s target annual cash incentive bonus.

 

(3)(4)

Represents a lump sum payment equal to two years of executive’s target annual cash incentive bonus.

(5)

Represents the cost of continued health and dental benefits. These benefits are payable until 12 months following termination.

 

(4)(6)

Represents the cost of continued health and dental benefits. These benefits are payable until 24 months following termination.

(7)

Represents the acceleration of vesting as to 100% of the unvested equity awards held by the NEO. These awards would become vested and the value of the acceleration would be equal to (i), in the case of options, the shares subject to unvested options multiplied by the excess of the then current stock price over the exercise price of the options.options and (ii), in the case of RSUs and PSUs, the number of unvested RSUs and/or PSUs multiplied by the then current stock price. For purposes of this table, we have calculated the value of the acceleration using the closing price of our common stock on December 31, 2015,2020, or $64.92$43.33 per share.

(5)(8)Represents

Mr. Hirsch resigned as chief financial officer effective September 11, 2020. Values in the acceleration of vesting astable above show actual compensation to 75% ofbe received by Mr. Hirsch following his resignation pursuant to the unvested equity awards held by the executive.Severance Plan.

(6)Represents the acceleration of vesting as to 100% of the unvested equity awards held by the executive.

(7)Represents the acceleration of vesting as to 25% of the original equity awards held by the executive (or if the number of unvested shares subject to such equity award is less than 25% of the original number of shares subject to such equity award, then all remaining unvested shares subject to such equity award shall fully vest).

(8)Represents 24 monthly payments of executive’s monthly base salary from the time of termination.

(9)Represents a lump sum payment equal to two years of executive’s target annual cash incentive bonus.

(10)Represents the cost of continued health and dental benefits. These benefits are payable until 24 months following termination.

(11)Represents nine monthly payments of executive’s monthly base salary from the time of termination.

(12)Represents a lump sum payment equal to nine months of executive’s target annual cash incentive bonus.

(13)Represents the cost of continued health and dental benefits. These benefits are payable until nine months following termination.

Payments Before Giving Effect to Severance Plan. The following table sets forth potential payments upon termination and change in control that would be made to our named executive officers assuming that such termination or change in control occurred on December 31, 2015, before giving effect to our adoption in April 2016 of the Severance Plan. In addition to the amounts shown in the table below, each executive would be entitled to receive payments for base salary and vacation time accrued through the date of termination and payment for any reimbursable business expenses incurred. Mr. Higgons is not included in the table below as he was no longer an executive officer of the company as of January 2016. Prior to stepping down, Mr. Higgons was entitled to severance benefits consistent with those of Drs. Biller and Bowden.

    Triggering Event 

Name

 

Benefit

 Change in
Control (Without
Termination of
Employment)
($)
  Resignation For
Good Reason or
Termination
Without Cause
(Other Than
Upon or
Within 18 Months
Following a
Change In
Control)
($)
  Resignation For
Good Reason or
Termination
Without Cause
Upon or
Within 18 Months
Following a
Change-in-
Control
($)
 

David P. Schenkein, M.D.

 Severance Payments  —       517,500(1)    517,500(1)  
 

Bonus Payment

  —       310,500(2)    310,500(2)  
 

Continuation of Benefits

  —       846(3)    846(3)  
 

Market Value of Stock Vesting(4)

  14,323,868(5)    19,098,490(6)    19,098,490(6)  
  

 

 

  

 

 

  

 

 

 
 

Total

  14,323,868   19,927,336   19,927,336 
  

 

 

  

 

 

  

 

 

 

Scott Biller, Ph.D.

 Severance Payments  —       400,900(1)    400,900(1)  
 

Bonus Payment

  —       160,360(2)    160,360(2)  
 

Continuation of Benefits

  —       846(3)    846(3)  
 

Market Value of Stock Vesting(4)

  7,611,367(5)    2,537,122(7)    10,148,489(6)  
  

 

 

  

 

 

  

 

 

 
 

Total

  7,611,367   3,099,228   10,710,595 
  

 

 

  

 

 

  

 

 

 

Chris Bowden, M.D.

 Severance Payments  —       403,800(1)    403,800(1)  
 

Bonus Payment

  —       161,520(2)    161,520(2)  
 

Continuation of Benefits

  —       846(3)    846(3)  
 

Market Value of Stock Vesting(4)

  4,357,755(5)    1,452,585(7)    5,810,340(6)  
  

 

 

  

 

 

  

 

 

 
 

Total

  4,357,755   2,018,751   6,376,506 
  

 

 

  

 

 

  

 

 

 

Glenn Goddard

 Severance Payments  —       —       —     
 

Bonus Payment

  —       —       —     
 

Continuation of Benefits

  —       —       —     
 

Market Value of Stock Vesting(4)

  —       —       —     
  

 

 

  

 

 

  

 

 

 
 

Total

  —       —       —     
  

 

 

  

 

 

  

 

 

 

(1)Represents twelve monthly payments of each executive’s monthly base salary from the time of termination.

(2)Represents a lump sum payment equal to each executive’s target annual cash incentive bonus.

(3)Represents the cost of continued health and dental benefits. These benefits are payable until 12 months following termination.

(4)These awards would become vested and the value of the acceleration would be equal to the shares multiplied by the excess of the then current stock price over the exercise price of the options. For purposes of this table, we have calculated the value of the acceleration using the closing price of our common stock on December 31, 2015, or $64.92 per share.

(5)Represents the acceleration of vesting as to 75% of the unvested equity awards held by the executive.

(6)Represents the acceleration of vesting as to 100% of the unvested equity awards held by the executive.

(7)Represents the acceleration of vesting as to 25% of the original equity awards held by the executive (or if the number of unvested shares subject to such equity award is less than 25% of the original number of shares subject to such equity award, then all remaining unvested shares subject to such equity award shall fully vest).

Securities Authorized for Issuance Under Our Equity Compensation Plans

The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2015.2020.

Equity Compensation Plan Information

 

Plan category

  Number of
securities to
be issued upon
exercise of
outstanding
options,
warrants and
rights
   Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
   Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
   Number of
securities to
be issued upon
exercise of
outstanding
options,
warrants and
rights
   Weighted-
average
exercise price
of outstanding
options, warrants
and rights
 Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
 
  (a)   (b)   (c)   (a)   (b) (c) 

Equity compensation plans approved by security holders

           

2007 Stock Incentive Plan

       157,235              $    8.36           

2013 Stock Incentive Plan

       4,618,697               $    44.45                625,131(1)         7,455,113          $59.78(1)              2,971,884(2) 

2013 Employee Stock Purchase Plan

   —            —                310,122(2)     —            —               471,353(3) 

Equity compensation plans not approved by security holders

   —            —                —            —            
  

 

   

 

   

 

   

 

   

 

  

 

 

Total

       4,618,697               $    44.45            935,253     7,612,348   $58.46(1)  3,443,237 
  

 

   

 

   

 

   

 

   

 

  

 

 

 

(1)

The calculation does not take into account the 1,284,378 shares of common stock subject to outstanding RSUs or the 184,924 shares of common stock subject to outstanding PSUs. Such shares will be issued at the time such awards vest, without any cash consideration payable for those shares.

(2)

Our 2013 Stock Incentive Plan, or 2013 Plan, has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2013 Plan to be added on the first day of each fiscal year, beginning with the fiscal year ending December 31, 2014 and continuing until the expiration of the 2013 Plan, equal to the least of 2,000,000 shares of our common stock, 4% of the number of shares of our common stock outstanding on the first day of the applicable fiscal year or an amount determined by our board of directors. On January 1, 2016, 1,507,8602021, 2,000,000 additional shares were reserved for issuance under the 2013 Plan pursuant to this provision.

 

(2)(3)

Our 2013 Employee Stock Purchase Plan, or 2013 ESPP, has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2013 ESPP to be added on the first day of each fiscal year, beginning on January 1, 2014 and ending on December 31, 2023, in an amount equal to the least of 509,091 shares of our common stock, 1% of the total number of shares of our common stock outstanding on the first day of the applicable fiscal year or an amount determined by our board of directors. The number ofOn January 1, 2021, 509,091 additional shares were reserved for issuance under the 2013 ESPP has not increased since the adoption of the 2013 ESPP.pursuant to this provision.

Compensation Committee Interlocks and Insider Participation

For 2015,2020, the members of our compensation committee were Ms. Foster (chair), Mr. Clark, and Dr. Maraganore, and Mr. Nelson, eachnone of whom is, or ever has been, an independent director.officer or employee of our company. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the fiscal year ended December 31, 2015.

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report of the compensation committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the compensation committee.

Respectfully submitted,

The Compensation Committee of the Board of Directors

Kaye Foster (chair)

John M. Maraganore

Robert T. Nelson2020.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since January 1, 2015,2020, we have engaged in the following transactions with our directors, director nominees, executive officers and holders of more than 5% of our voting securities (or their immediate family members), and affiliates of our directors, executive officers and 5% stockholders. We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unaffiliated third parties.

Celgene Corporation

In April 2015, we entered into a joint worldwide development and profit share collaboration and license agreement with Celgene Corporation, or Celgene, and our wholly owned subsidiary, Agios International Sarl, entered into a collaboration and license agreement with Celgene International II Sarl (collectively, the “AG-881 Agreements”). The AG-881 Agreements establish a worldwide collaboration focused on the development and commercialization of AG-881 products. Under the terms of the AG-881 Agreements, we received initial upfront payments totaling $10.0 million in May 2015 and are eligible to receive milestone-based payments described below. We will split all worldwide development costs with Celgene equally, subject to specified exceptions, as well as any profits from any net sales of, or commercialization losses related to, licensed AG-881 products. Celgene will book commercial sales of licenses AG-881 products, if any, on a worldwide basis. We are eligible to receive up to $70.0 million in potential milestone payments related to AG-881 under the AG-881 Agreements. The potential milestone payments are comprised of: (i) a $15.0 million milestone payment for filing of the first new drug application in a major market and (ii) up to $55.0 million in milestone payments upon achievement of specified regulatory milestone events. We may also receive royalties at tiered, low- to mid-teen percentage rates on net sales if we elect not to participate in the development and commercialization of AG-881.

Based solely on a Schedule 13D/A filed with the SEC on December 17, 2014,November 14, 2019, entities affiliated with Celgene Corporation, or Celgene, beneficially own more than 5% of our outstanding shares of common stock.

Foundation Medicine

In March 2013,April 2010, we entered into a master servicescollaboration agreement, or the 2010 Agreement, with Foundation Medicine. Under that agreement, Foundation Medicine has agreed,Celgene. Pursuant to the 2010 Agreement, we were eligible to receive royalties at tiered, low-double digit to mid-teen percentage rates on a non-exclusive basis,net sales of IDHIFA®. On June 11, 2020, we sold such royalty rights to provide mutation analysis forRoyalty Pharma, Inc., or RPI. During the clinical trials in our IDH1 and IDH2 programs. Throughyear ended December 31, 20152020, we have incurred approximately $1.8 million of costs under this agreement, including approximately $1.13earned $10.2 million in 2015. Dr. Schenkein,royalty revenue under the 2010 Agreement. Following the sale of our president, chief executive officerroyalty rights to RPI, we remained eligible to receive a $25.0 million milestone payment upon achievement of a specified ex-U.S. commercial milestone event.

Effective as of March 31, 2021, we transferred to Servier our rights and a director, is a director of Foundation Medicine.obligations under the 2010 Agreement, including the right to receive the remaining $25.0 million milestone payment described above.

Policies and Procedures for Related Party Transactions

In June 2013, our board of directorsWe have adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our principal financial officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

 

the related person’s interest in the related person transaction;

 

the approximate dollar value of the amount involved in the related person transaction;

 

the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

 

whether the transaction was undertaken in the ordinary course of our business;

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

 

the purpose of, and the potential benefits to us of, the transaction; and

 

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best interests. The committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

 

interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and their immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $1 million dollars or 2% of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of our annual consolidated gross revenues; and

 

a transaction that is specifically contemplated by provisions of our charter or bylaws.

Our related persons transaction policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee in the manner specified in its charter.

PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officersNEOs as disclosed in this proxy statementProxy Statement in accordance with Section 14A of the SEC’s rules.Exchange Act. This proposal, which is commonly referred to as “say-on-pay,“say-on-pay, is required by the Dodd-Frank Wall Street Reform, or the Dodd-Frank Act, and Consumer Protection Act of 2010, which added Section 14A to the Securities Exchange Act of 1934, or the Exchange Act. Section 14A of the Exchange Act also requires that stockholders have the opportunity to cast an advisory vote with respect to whether future advisory votes on the compensation paid to our named executive officers will be held every one, two or three years, which is the subject of Proposal 3. Our executive compensation program is designed to reward value creation for stockholders and to attract, motivate, and retain our executive officers, who are critical to our success. Under this program, our named executive officersNEOs are rewarded for the achievement of our short- and long-term strategic and financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders. The program contains elements of cash and equity-based compensation and areis designed to align the interests of our executives with those of our stockholders and paying for performance.

The section of this proxy statementProxy Statement titled “Executive Compensation” beginning on page 34, including “Compensation Discussion and Analysis,” describes in detail our executive compensation program and the decisions made by our compensation committee. As we describe in greater detail in the “Compensation Discussion and Analysis” section, our executive compensation program rewardsis designed to reward value creation for stockholders and progress towards achieving our mission and that promotespromote company performance. At the same time, we believe our program does not encourage excessive risk-taking by management. While we do not have a formal or informal policy for allocating between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation, we generally strive to provide our named executive officersNEOs with a mix of short-term and long-term performance-based incentives to encourage consistently strong performance, and our board of directors believes that this link between compensation and the achievement of our near-short- and long-term business goals has helped drive our performance over time.

Our board of directors is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers,company’s NEOs, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission,SEC, including the compensation discussion“Compensation Discussion and analysis,Analysis”, the compensation tables and any related material disclosed in this proxy statement,Proxy Statement, is hereby approved.

As an advisory vote, this proposal is not binding. Neither theThe outcome of this advisory vote nor of the advisory vote included in Proposal 3 overrulesdoes not overrule any decision by the company or the board of directors (or any committee thereof), createscreate or impliesimply any change to the fiduciary duties of the company or the board of directors (or any committee thereof), or createscreate or impliesimply any additional fiduciary duties for the company or the board of directors (or any committee thereof). However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and intend to consider carefully the outcome of the vote when making future compensation decisions for named executive officers.NEOs. Our board of directors has adopted a policy of providing annual advisory votes to approve the compensation of our NEOs. The next advisory vote to approve the compensation of our NEOs will occur at our 2022 annual meeting of stockholders.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE, ON AN ADVISORY BASIS, TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERSNEOS BY VOTING ‘FOR’ THIS PROPOSAL.

PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE

COMPENSATION ADVISORY VOTES

In Proposal 2, we are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers. In this Proposal 3, we are asking our stockholders to cast a non-binding advisory vote regarding the frequency of future executive compensation advisory votes. Stockholders may vote for a frequency of every one, two, or three years, or may abstain.

Our board of directors intends to consider carefully the outcome of this vote in making a determination about the frequency of future executive compensation advisory votes. However, because this vote is advisory and non-binding, the board of directors may decide that it is in the best interests of our stockholders and the company to hold the advisory vote to approve executive compensation more or less frequently, but no less frequently than once every three years, as required by the Dodd-Frank Act. In the future, we will propose an advisory vote on the frequency of the executive compensation advisory vote at least once every six calendar years as required by the Dodd-Frank Act.

After careful consideration, the board of directors believes that an executive compensation advisory vote should be held every year, and therefore our board of directors recommends that you vote for a frequency of every ONE YEAR for future executive compensation advisory votes.

The board of directors believes that an annual executive compensation advisory vote will facilitate more direct stockholder input about executive compensation. An annual executive compensation advisory vote is consistent with our policy of reviewing our compensation program annually, as well as seeking frequent input from our stockholders on corporate governance and executive compensation matters. We believe an annual vote would be the best governance practice for our company at this time.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF AN ANNUAL ADVISORY VOTE ON EXECUTIVE COMPENSATION.

PROPOSAL 4:3:

RATIFICATION OF SELECTIONAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The audit committee has selected Ernst & Youngappointed PricewaterhouseCoopers LLP (“PwC”) as the company’s independent registered public accounting firm for the fiscal year ending December 31, 20162021 and the board of directors has directed that management submit the selection of independent registered public accountants for ratification by the stockholders at the annual meeting. Ernst & Young LLPPwC has auditedserved as the company’s financial statementsregistered public accountant since 2007.May 5, 2017. Representatives of Ernst & Young LLPPwC are expected to be present atparticipate in the annual meeting, will have an opportunity to make a statement if they so desire, and be available to respond to appropriate questions.

Stockholder ratification of the selectionappointment of Ernst & Young LLPPwC as the company’s independent registered public accounting firm is not required by Delaware law, or our certificate of incorporation or our bylaws. However, the board of directors is submitting the audit committee’s selection of Ernst & Young LLPPwC to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the company and its stockholders.

Independent Registered Public Accountants’ Fees

The following table represents aggregate fees billed to us for services related to the fiscal years ended December 31, 20152020 and 2014,2019 by Ernst & Young LLP, our independent registered public accounting firm.PwC.

 

  Year Ended December 31,   Fiscal Year Ended
December 31,
 
  2015   2014   2020   2019 

Audit Fees(1)

  $        1,098,340           $        760,000           $1,360,000    $1,287,000  

Audit Related Fees(2)

     —            —      —   

Tax Fees(3)

   33,300            45,150            26,155      111,963  

All Other Fees(4)

   1,995            1,985            6,356     6,356  
  

 

   

 

   

 

   

 

 

Total

  $1,133,635           $807,135           $1,392,511    $1,405,319  
  

 

   

 

   

 

   

 

 

 

(1)

Audit fees consist of fees billed for professional services performed by Ernst & Young LLP for the audit of our annual consolidated financial statements, the review of interim consolidated financial statements, and related services that are normally provided in connection with registration statements.statements, such as comfort letters and SEC comment letter filings.

 

(2)

Audit related fees consist of fees billed by Ernst & Young LLP for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. There were nostatements, such as fees incurred in 2015 or 2014.for the adoption of new accounting standards.

 

(3)

Tax fees consist of fees for professional services, including tax consulting, compliance, and compliance performed by Ernst & Young LLP.transfer pricing services.

 

(4)

All other fees consist of database subscription fees paid to Ernst & Young LLP.fees.

The audit committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Ernst & Young LLP,PwC, and has concluded that the provision of such services is compatible with maintaining such independence.

Pre-Approval Policies and Procedures

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our registered public accounting firm. This policyThese policies and procedures generally providesprovide that we will not engage our registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

Our audit committee may also delegate to one or more subcommittees or an individual member of our audit committee the authority to approve any audit or non-audit services to be provided to us by our registered public accounting firm. Any approval of services by a subcommittee or member of our audit committee pursuant to this delegated authority is reported on at the next meeting of our audit committee. During 2015,our 2020 and 2019 fiscal years, all of the services provided by Ernst & Young LLPPwC were pre-approved by our audit committee.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE TO RATIFY THE SELECTIONAPPOINTMENT OF ERNST & YOUNGPRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.2021.

STOCKHOLDER PROPOSALS

Proposals of stockholders including nominations for election to our board of directors, intended to be included in our proxy statement and form of proxy relating to, and presented at, our annual meeting of stockholders to be held in 20172022 must be received by us no later than December 28, 2016,9, 2021, which is 120 days prior to the first anniversary of the mailing date of this proxy, unless the date of the 20172022 annual meeting of stockholders is changed by more than 30 days from the anniversary of our 2016 annual meeting,the Annual Meeting, in which case the deadline for such proposals will be a reasonable time before we begin to print and send our proxy materials. These proposals must comply with the requirements as to form and substance established by the SEC for such proposals in order to be included in the proxy statement.

In addition, our bylaws establish an advance notice procedure for nominations for election to our board of directors and other matters that shareholdersstockholders wish to present for action at an annual meeting, but which will not be included in our proxy statement. In general, notice must be received at our principal executive offices not less than 90 calendar days before nor more than 120 calendar days before the one year anniversary of the previous year’s annual meeting of stockholders. Therefore, to be presented at our 20172022 annual meeting of stockholders, such a proposal must be received by us no earlier than February 21, 2017January 20, 2022 and no later than March 23, 2017.February 19, 2022. However, if the date of the annual meeting is more than 20 days earlier or more than 60 days later than such anniversary date, notice must be received not laterearlier than the close of business 120 calendar days prior to such annual meeting and no later than the close of business on the later of 90 days prior to such annual meeting and 10 days following the day on which notice of the date of such annual meeting was mailed or public announcement of the date of such annual meeting was first made. If the stockholder fails to give notice by these dates, then the persons named as proxies in the proxies solicited by the board of directors for the 20172022 annual meeting may exercise discretionary voting power regarding any such proposal. Stockholders are advised to review our bylaws which also specify requirements as to the form and content of a stockholder’s notice.

Any proposals, notices or information about proposed director candidates should be sent to:

William Cook, Corporate Secretary

Agios Pharmaceuticals, Inc.

88 Sidney Street

Cambridge, MA 02139

OTHER MATTERS

We do not know of any business that will be presented for consideration or action by the stockholders at the annual meetingAnnual Meeting other than that described in this proxy statement.Proxy Statement. If, however, any other business is properly brought before the meeting, shares represented by proxies will be voted in accordance with the best judgment of the persons named in the proxies or their substitutes.

We hope that you will virtually attend the annual meeting.Annual Meeting. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote your shares over the internet or by telephone, or to complete, date, sign and return the enclosed proxy card that may be delivered to you upon request in the accompanying postage-prepaid envelope. A prompt response will greatly facilitate arrangements for the meeting, and your cooperation will be appreciated.

YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:

    LOGO

P.O. BOX 8016, CARY, NC 27512-9903

LOGO   

INTERNET

Go To: AGIOS PHARMACEUTICALS, INC.www.proxypush.com/AGIO

●   Cast your vote online

●   88 SIDNEY STREETHave your Proxy Card ready

ATTN: MIN WANG●   Follow the simple instructions to record your vote

CAMBRIDGE, MA 02139-4137

LOGO     

VOTE BY INTERNET -www.proxyvote.comPHONECall 1-866-509-2148

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 20, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

●   Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 20, 2016.

●   Have your proxy card in hand when you call and then followProxy Card ready

●   Follow the instructions.simple recorded instructions

 

LOGO

VOTE BY MAIL

●   Mark, sign and date your proxy cardProxy Card

●   Fold and return ityour Proxy Card in the postage-paid envelope we have provided or return it

LOGO   

You must register to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received by June 20, 2016.attend the meeting online and/or

participate at www.proxydocs.com/AGIO

 

Agios Pharmaceuticals, Inc.
Annual Meeting of Stockholders
For Stockholders as of record on March 31, 2021

TIME:

Thursday, May 20, 2021 09:00 AM, Eastern Time

PLACE:

Meeting live via the internet - please visit

proxydocs.com/AGIO for more details

This proxy is being solicited on behalf of the Board of Directors

The undersigned hereby appoints Jacqualyn Fouse and Jonathan Biller, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Agios Pharmaceuticals, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE


Agios Pharmaceuticals, Inc.

Annual Meeting of Stockholders

Please make your marks like this:LOGO Use dark black pencil or pen only

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E08506-P77807                     KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. 

DETACH AND RETURN THIS PORTION ONLY

BOARD OF
DIRECTORS
PROPOSALYOUR VOTERECOMMENDS
1.To elect each of the three Class II director nominees set forth in the Proxy Statement for three-year terms expiring at the 2024 annual meeting of stockholdersLOGO
FORWITHHOLD
1.01 Kaye FosterFOR
1.02 Maykin HoFOR
1.03 John MaraganoreFOR
FORAGAINSTABSTAIN
2.To vote, on an advisory basis, to approve named executive officer compensationFOR
3.To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021FOR
To transact such other business as may be properly brought before the meeting or any adjournment or postponement thereof.

You must register to attend the meeting online and/or participate at www.proxydocs.com/AGIO

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.

 

AGIOS PHARMACEUTICALS, INC.

Proposals - The Board of Directors recommends a vote FOR the director nominees in Proposal 1, FOR Proposals 2 and 4 and “1 Year” for Proposal 3:

For

All

¨

Withhold

All

¨

For All

Except

¨

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

            
Signature (and Title if applicable)   

1.     Election of Directors

    Nominees:

    01)    David P. Schenkein, M.D.
    02)    Robert T. Nelsen
    03)    Marc Tessier-Lavigne, Ph.D.
ForAgainstAbstain

2.     To approve an advisory vote on named executive officer compensation.

¨¨¨
1 Year2 Years3 YearsAbstain

3.     To hold an advisory vote on the frequency of future advisory votes on named executive officer compensation.

¨¨¨¨
ForAgainstAbstain

4.     To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016.

¨¨¨

NOTE: The proxies are authorized to vote, in their discretion, upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Date                    
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)

Date

(if held jointly)   Date             


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and 2015 Annual Report to Stockholders are available

at www.proxyvote.com.

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E08507-P77807

AGIOS PHARMACEUTICALS, INC.

Annual Meeting of Stockholders

June 21, 2016 9:00 A.M.

This proxy is solicited by the Board of Directors

The stockholder(s) hereby appoint(s) David Schenkein, Min Wang and Glenn Goddard, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of AGIOS PHARMACEUTICALS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 A.M., Eastern Time on June 21, 2016, at our offices, 88 Sidney Street, Cambridge, MA 02139 and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

Continued and to be signed on reverse side