UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule
14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
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 Partyparty 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))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨
Soliciting Material under Pursuant to
§240.14a-12

Agios Pharmaceuticals, Inc.

(Name of Registrant as Specified In Itsin its Charter)

Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

xNo 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:

(5)

Total fee paid:

¨Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2) Rules
14a-6(i)(1)
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.
(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

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(4)

Date Filed:

0-11.



LOGOLOGO

88 Sidney Street, Cambridge, Massachusetts 02139

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY,THURSDAY, JUNE 21, 201620, 2024

Dear Stockholder:

You are cordially invited to our Annual Meeting of StockholdersStockholders. The meeting will be a virtual meeting held via the internet on Tuesday,Thursday, June 21, 2016,20, 2024, 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 threeeach of the four Class III directors,II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 20192027 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;2024; and

 

 5.4.

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

The foregoing itemsOur 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 as the record date for the determination of stockholders2024 are entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.

All stockholders as of the record date are cordially invitedmeeting. In order to attend the meeting.meeting 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 June 18, 2024 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. Please be sure to follow instructions found on your Notice of Internet Availability of Proxy Materials, proxy card and/or voting instruction form and subsequent instructions that will be delivered to you via email. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location 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 again 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, 2023 (the “2023 Annual Report”). We are mailing the Notice on or about April 26, 2024, 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 2023 Annual Report, and a form of proxy card. All stockholders who 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 proxy 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 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 in the Proxy Statement, or, if you received a paper copy of the proxy materials, by completing, signing, dating and returning your proxy card. Further information about how to register for the Annual Meeting, attend the Annual Meeting online, vote your shares and submit questions for consideration at the meeting is included in the accompanying Proxy Statement.

A complete list of registered stockholders will be available to stockholders of record for examination at www.proxydocs.com/AGIO during the 10-day period ending on the day before the Annual Meeting

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

President and Brian Goff

Chief Executive Officer

Cambridge, Massachusetts

April 27, 201626, 2024

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 June 20, 2024: This Proxy Statement and our 2023 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 20162024 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

   911 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

12

PROPOSAL 1: ELECTION OF DIRECTORS

   13 

Information Regarding Directors

13

Recommendation of the Board of Directors

15

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

   3239 

EXECUTIVE COMPENSATION

   3441 

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

   6080 

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION

62

Recommendation of the Board of Directors

   62


Page82 
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE EXECUTIVE COMPENSATION ADVISORY VOTES63

Recommendation of the Board of Directors

63
PROPOSAL 4:3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS64

Independent Registered Public Accountants’ Fees

   6483 

Pre-Approval Policies and Procedures

65

Recommendation of the Board of Directors

65

STOCKHOLDER PROPOSALS

   6685 

OTHER MATTERS

   6786 

i


LOGOLOGO

88 Sidney Street, Cambridge, Massachusetts 02139

PROXY STATEMENT FOR THE 20162024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY,THURSDAY, JUNE 21, 201620, 2024

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statementProxy Statement contains information about our 2016 annual meeting2024 Annual Meeting of stockholders,Stockholders, or the annual meeting.Annual Meeting. The Annual Meeting will be held on Thursday, June 20, 2024, beginning at 9:00 a.m. Eastern Time. 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 June 18, 2024 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 Tuesday, June 21, 2016, beginning at 9:00 a.m. local time, atyour Notice of Internet Availability of Proxy Materials, 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,” “the company,” “our company,” “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, ityour shares 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, 2023, or the 2023 Annual Report, available to stockholders for the first being mailed to stockholderstime on or about April 27, 2016.26, 2024.

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.

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 Thursday, June 20, 2024 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 April 22, 2024, 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 2023 Annual Report,

1


over the internet. Accordingly, we have sent a Notice of Internet 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. We mailed the Notice on or about April 26, 2024 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, free of charge, a printed set of the proxy materials. You may request the printed set of 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; 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 Proxy Statement provides instructions on how to vote by proxy over the internet or by telephone, 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 threeeach of the four Class III directors,II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 20192027 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, 2016.2024.

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

Why is the 2024 Annual Meeting a virtual, online meeting?

Our 2024 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. We believe that hosting a virtual meeting facilitates greater stockholder attendance and participation by enabling stockholders to participate remotely from any location around the world. Our virtual meeting will be governed by our Rules of Conduct and

2


Procedures which will be posted at www.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 June 18, 2024 at 5:00 p.m., Eastern Time. Online registration for the Annual Meeting will begin on or around April 26, 2024, and you should allow ample time for online registration. 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.

The webcast of the Annual Meeting will start at 9:00 a.m., Eastern Time, on June 20, 2024. 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 June 20, 2024. 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, 2016,2024, 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 37,906,42256,772,966 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, 2016,2024, 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 tabulatorAnnual Meeting: To vote over the internet prior to the Annual Meeting, please go to the following website: www.proxypush.com/AGIO, and follow the instructions at www.proxyvote.com. Usethat site for submitting your proxy electronically. If you vote over the vote control number printed oninternet prior to the Annual Meeting, you do not need to complete and mail your enclosed proxy card to access your account andor vote your shares. Youproxy by telephone. Your vote 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:received by 8:59 p.m.a.m., Eastern Daylight Time, on June 20, 2016, the day before the annual meeting, for your proxy2024 to be validly submitted over the internet and your vote to count.counted.

 

3


 (2)

By Telephone: Call 1-800-690-6903, toll free fromTelephone prior to the United States, Canada and Puerto Rico,Annual Meeting: 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 June 20, 2016, the day before the annual meeting, for your telephonic proxy2024 to be valid and your vote to count.counted.

 

 (3)

By Mail: CompleteMail prior to the Annual Meeting: To vote using the printed proxy card that may be delivered to you upon request, simply complete, sign and sign your encloseddate the proxy card and mailreturn 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, a BetaNXT business, 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 your19, 2024, 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)

Online during the Annual Meeting: In Personorder 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 Meeting:deadline of June 19, 2024 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 at

Online 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. You should follow those instructions.

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 June 20, 2016.2024.

 

 (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, a BetaNXT business, P.O. Box 8016, Cary, NC 27512-9903. Mediant must receive the proxy card no later than June 20, 2016.19, 2024. Only your latest dated and timely received proxy will be counted.

 

4


 (3)Attend

Virtually attend the annual meetingAnnual Meeting and vote in persononline as instructed above. Attendingabove under “Online during the annual meeting aloneAnnual Meeting”. Virtually attending the Annual Meeting, 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 online while virtually attending the Annual Meeting. If you submit a proxy card without giving specific voting instructions on one or more matters listed in the Notice, your shares will be voted as recommended by ballotour board of directors on such matters, and as the proxyholders may determine in their discretion how to vote with respect to any other matters properly presented for a vote at 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’ unvoteduninstructed shares on routinediscretionary matters but they will not be allowed to vote your uninstructed shares with respect to certain non-routinenon-discretionary items. If you do not timely return voting instructions to your brokerage firm to vote your shares, your brokerage firm may, on routinediscretionary matters, either vote your shares or leave your shares unvoted.

Your brokerage firm cannot vote your uninstructed shares on any matter that is not considered routine.discretionary. Proposal 1, the election of four 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 routinediscretionary matters. If you do not instruct your brokerage firm on 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, 2024, is considered a routinediscretionary 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.are “broker non-votes”. 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, 2016,2024, or approximately 18,953,21228,386,484 shares, constitutes a quorum at the meeting and permits us to conduct the business of the meeting.

5


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

Proposal 1 — Election of Directors

The threefour 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 routinediscretionary matter.Therefore, if your shares are held by your brokerage firm in “street name” and you do not timely 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 1Broker non-votes will not be counted as votes FOR or WITHHELD from any nominee. As a result, such “broker non-votes”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 affecthave no effect on the results of the vote.voting on Proposal 1.

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 routinediscretionary matter.Shares which abstain and broker non-votes will not be counted as votes in favor of, or with respect to, these proposalsthis proposal 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.this proposal. 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 routinediscretionary matter.If your shares are held by your brokerage firm in “street name” and you do not timely provide voting instructions with respect to your shares, your brokerage firm may vote your unvoteduninstructed shares on Proposal 4.3. If your brokerage firm exercises this discretionary authority, no broker non-votes are expected to occur in connection with Proposal 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, 20162024 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 endedending December 31, 2016.

2024.

6


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, each for a three-year term;

FOR the election of each of the four 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;

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 selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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, Inc.Mediant, a BetaNXT business.

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, June 20, 2024, 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, which will be posted at www.proxydocs.com/AGIO in advance of the meeting. The Rules of Conduct and Procedures will govern 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 asked in accordance with the Rules of Conduct and Procedures 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.

7


How and when may I submit a stockholder proposal, including a stockholder nomination for director for the 20172025 annual meeting?meeting of stockholders?

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 20172025 annual meeting of stockholders, 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, 20152023 that we filed with the SEC, we will send you one, without exhibits, free of charge. Please contact Renee Leck, Investor Relations. She may be contactedRelations at 88 Sidney Street, Cambridge, Massachusetts 02139; telephone: 617-649-8600;e-mail: renee.leck@agios.com. IR@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 our Investor Relations department. She may be contacted at 88 Sidney Street, Cambridge, Massachusetts 02139; telephone: 617-649-8600;e-mail: renee.leck@agios.com.

IR@agios.com.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include those regarding the potential benefits of PYRUKYND® (mitapivat); the company’s plans, strategies and expectations for its preclinical, clinical and commercial advancement of its drug development, including PYRUKYND®; and the potential benefits of the Company’s strategic plans and focus. The words “aim,” “anticipate,” “believe,” “could,” “expect,” “goal,” “hope,” “intend,” “may”, “might,” “milestone,” “plan,” “potential,” “possible,” “strategy,” “will,” “vision,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and

8


uncertainties that may cause actual events or results to differ materially from the company’s current expectations and beliefs. For example, there can be no guarantee that any product candidate the company is developing will successfully commence or complete necessary preclinical and clinical development phases, or that development of any of the company’s product candidates will successfully continue. There can be no guarantee that any positive developments in the company’s business will result in stock price appreciation. Management’s expectations and, therefore, any forward-looking statements in this proxy statement could also be affected by risks and uncertainties relating to a number of other important factors, including, without limitation: risks and uncertainties related to the Company’s ability to conduct its ongoing and planned research activities and its conduct ongoing and planned preclinical studies and clinical trials; the company’s ability to obtain clinical supply of current or future drug candidatesand commercial supply of current or future approved products; the company’s ability to launch, market and sell current or future approved products; the company’s results of clinical trials and preclinical studies, including subsequent analysis of existing data and new data received from ongoing and future studies; the content and timing of decisions made by the Food and Drug Administration, the European Medicines Agency or other regulatory authorities, investigational review boards at clinical trial sites and publication review bodies; the company’s ability to obtain and maintain requisite regulatory approvals and to enroll patients in its planned clinical trials; unplanned cash requirements and expenditures; competitive factors; the company’s ability to obtain, maintain and enforce patent and other intellectual property protection for any product candidates it is developing; the company’s ability to maintain key collaborations; the failure of the company to receive milestone or royalty payments related to the sale of its oncology business, the uncertainty of the timing of any receipt of any such payments, and the uncertainty of the results and effectiveness of the use of proceeds from the transaction with Servier; and general economic and market conditions. These and other risks are described in greater detail under the caption “Risk Factors” included in the company’s public filings with the Securities and Exchange Commission. Any forward-looking statements contained in this proxy statement speak only as of the date hereof, and the company expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

9


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.

10


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, 2016,2024, 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 37,899,24056,751,112 shares of our common stock outstanding as of March 31, 2016.2024. 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, 20162024 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

       

The Vanguard Group(1)

  5,599,917     —     5,599,917   9.87

BlackRock, Inc.(2)

  4,962,237     —     4,962,237   8.74

Entities affiliated with Farallon Partners, L.L.C. (3)

  4,167,602     —     4,167,602   7.34

BB Biotech AG(4)

  4,000,000     —     4,000,000   7.05

Armistice Capital, LLC(5)

  3,524,000     —     3,524,000   6.21

Named Executive Officers and Directors

       

James Burns

  37,169     83,668    120,837      

Sarah Gheuens, M.D., Ph.D.

  39,066     43,713    82,779      

Brian Goff

  53,780     273,032    326,812      

Cecilia Jones

  14,840     55,741    70,581      

Tsveta Milanova.

  13,234     45,224    58,458      

Jacqualyn A. Fouse, Ph.D.

  129,253     745,950    875,203   1.52

Rahul Ballal, Ph.D.

  2,302      16,596     18,898       

Jeff Capello

  —      —     —       

Kaye Foster(6)

  7,724      68,809     76,553       

Maykin Ho, Ph.D.

  11,524      98,160     109,684       

Catherine Owen

  —      —     —       

David Scadden, M.D.

  12,095      84,910     97,005       

David P. Schenkein, M.D.(7)

  472,708      570,410     1,043,118    1.82

Cynthia Smith

  2,302      16,596     18,898       

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

  795,997     2,102,809    2,898,806   4.93

11


*

Less than 1%.

 

(1)

Based solely on a Schedule 13G/A filed with the SEC on February 12, 2016. FMR LLC and Abigail P. Johnson are each the beneficial owners of 5,646,095 shares of common stock. FMR LLC has sole voting power over 588,748 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 5,646,095 shares of common stock.2024. 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 CompanyVanguard Group (“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”Vanguard”) is deemed to be the beneficial owner of 5,267,4675,599,917 shares of common stock, with respect to which it reported shared voting power over 2,284,90038,887 shares, sole dispositive power over 5,497,393 shares and shared dispositive power over 5,267,467102,524 shares. The address of WellingtonVanguard is 280 Congress Street, Boston, MA 02210.100 Vanguard Blvd., Malvern, PA 19355.

 

(4)(2)

Based solely on a Schedule 13D/13G/A filed with the SEC on December 17, 2014. Consists of 4,010,926 shares of common stock heldJanuary 25, 2024 by Celgene European Investment Company LLCBlackRock, Inc. (“Celgene LLC”), 708,333 shares of common stock held by Celgene Alpine Investment Co., LLC (“Celgene Alpine LLC”BlackRock”) and 523,445 sharescertain of common stock held by Celgene Corporation (“Celgene”). Celgene LLC and Celgene Alpine LLC are wholly-owned subsidiaries of Celgene Corporation. 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 and Celgene has sole voting and dispositive power over 523,445 shares of common stock and shared voting and dispositive power over 4,719,259 shares of common stock. The address of Celgene Corporation is 86 Morris Avenue, Summit, NJ 07901.

(5)Based solely on a Schedule 13G filed with the SEC on February 9, 2016. Vanguard Specialized Funds – Vanguard Health Care Fund -23-2439149 (“Vanguard”)its subsidiaries. BlackRock is deemed to be the beneficial owner of 2,522,0974,962,237 shares of common stock, with respect to which it reported sole voting power over 2,522,0974,824,374 shares and sole dispositive power over 4,962,237 shares. The address of VanguardBlackRock is 100 Vanguard Blvd., Malvern, PA 19355.50 Hudson Yards, New York, NY 10001.

 

(6)(3)

Based solely on a Schedule 13G/A filed with the SEC on February 9, 2016.8, 2024 by Farallon Partners, L.L.C. and the following associated entities and persons: Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Four Crossings Institutional Partners V, L.P., Farallon Capital Offshore Investors II, L.P., Farallon Capital F5 Master I, L.P., Farallon Capital (AM) Investors, L.P., Farallon Healthcare Partners Master, L.P., Farallon Institutional (GP) V, L.L.C., Farallon F5 (GP), L.L.C., Farallon Healthcare Partners (GP), L.L.C.,Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren, and Mark C. Wehrly (collectively, the “Farallon Reporting Persons”), reporting beneficial ownership, consisting of shared voting power and shared dispositive power over these shares. The address of the Farallon Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

(4)

Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024. BB Biotech AG (“BB Biotech”) and its wholly-owned subsidiary Biotech Target N.V. (“Biotech Target”) share voting and dispositive power over 2,159,9214,000,000 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)(5)

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.14, 2024. Armistice Capital, LLC (“Flagship Fund”Armistice Capital”) is the record holder. Asinvestment manager of Armistice Capital Master Fund Ltd. (the “Master Fund”), the general partnerdirect holder of Flagshipthe shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over our securities held by the Master Fund Flagship Ventures 2007 General Partner LLC (“Flagship GP”)and thus may be deemed to beneficially own the Shares. Noubar B. Afeyan, Ph.D.securities held by the Master Fund. Armistice Capital and Edwin M. Kania, Jr., as Managers of Flagship GP, may beSteven Boyd, its managing member, are deemed to beneficially own the Shares. Flagship Fund, Flagship GP, Dr. Afeyan and Mr. Kania sharehave shared voting and dispositive power over the Shares. Each3,524,000 shares of

Flagship common stock. The Master Fund Flagship GP, and Dr. Afeyan and Mr. Kania (the “Reporting Persons”) expresslyspecifically disclaims beneficial ownership of the Shares except to the extentsecurities directly held by it by virtue of its inability to vote or his pecuniary interest therein.dispose of such securities as a result of its Investment Management Agreement with Armistice Capital. The principal business address for each of the Reporting PersonsArmistice Capital is One Memorial Drive,510 Madison Avenue, 7th Floor, Cambridge, MA 02142.New York, NY 10022.

 

(8)(6)

Includes 272,272shares of common stock held by the Foster Family Revocable Trust.

(7)

Includes 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.

12

(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., Jeffrey Capello and Marc Tessier-Lavigne and Mr. Robert T. Nelsen,Catherine Owen will expire at the 2016 annual meeting.Annual Meeting. The nominees for Class IIIII directors for election at the 2016 annual meetingAnnual Meeting are Drs. SchenkeinMs. Foster, Dr. Ho, Mr. Capello and Tessier-Lavigne and Mr. Nelsen.Ms. Owen. If any of Drs. SchenkeinMs. Foster, Dr. Ho, Mr. Capello or Tessier-Lavigne or Mr. Nelsen areMs. Owen 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 20192027 annual meeting of stockholders and until such individual’s successor is elected and qualified. Mr. Capello and Ms. Owen were elected to our board of directors effective in June 2023 by our board of directors, upon the recommendation of the nominating and corporate governance committee, and they are standing for election by our stockholders for the first time at this Annual Meeting.

If no contrary indication is made, proxies in the accompanying form will be voted for Drs. SchenkeinMs. Foster, Dr. Ho, Mr. Capello and Tessier-Lavigne and Mr. NelsenMs. Owen or, in the event that any of Drs. Schenkein or Tessier-Lavigne orMs. Foster, Dr. Ho, Mr. Nelsen areCapello and Ms. Owen 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.

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Nominees for Election to the Board of Directors

Term Expiring at the 20192027 Annual Meeting of Stockholders, if elected at the Annual Meeting (Class III)II)

 

Name

 Age
(as of April 1, 2024)
   

Present Position with Agios Pharmaceuticals, Inc.

David P. Schenkein, M.D.

58President and Chief Executive Officer and Director

Robert T. Nelsen

52Director

Marc Tessier-Lavigne, Ph.D.

56Director

David P. Schenkein, M.D. 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. Nelsen has served as a member of our board of directors since December 2007. Mr. Nelsen was a co-founder of ARCH Venture Partners, a venture capital firm, and has served in various capacities for ARCH and affiliated entities 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., Syros Pharmaceuticals Inc., NextCODE Health (a subsidiary of WuXi PharmaTech Inc.), Hua Medicine Ltd., Saga Investments, LLC, Arivale Inc., Denali Therapeutics, Faraday Pharmaceuticals, Inc., GRAIL Bio (a subsidiary of Illumina, Inc.), Omniome, Sienna Biopharmaceuticals, Inc. and UNITY Biotechnology, Inc. Mr. Nelsen previously served as a Trustee 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 the University of Puget Sound and an M.B.A. from the University of Chicago. We believe Mr. Nelsen is qualified to sit on our board of directors due to his extensive experience as an investor in, and director of, early stage biopharmaceutical and life sciences companies.

Marc Tessier-Lavigne, 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-Lavigne has served as president of the Rockefeller University, as well 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 for 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. Prior to his tenure at Genentech, Dr. Tessier-Lavigne was an investigator with the Howard Hughes Medical Institute from

1994 to 2003 and a professor at Stanford University and the University of California, San Francisco from 1991 to 2003. He is a member of the board of directors of publicly-traded biopharmaceutical companies Regeneron Pharmaceuticals Inc. and Juno Therapeutics and chairman of the board of Denali Therapeutics. He also serves on the board of trustees of the Rockefeller University and the Rockefeller Archive Center and the board of directors of the Federal Reserve Bank of New York. Dr. Tessier-Lavigne previously served on the board of directors of Pfizer Inc., a publicly-traded pharmaceuticals company. He is a member of the National Academy of Sciences and its Institute of Medicine, and a fellow of the Royal Society (UK), the Royal Society 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 Columbia University. Dr. Tessier-Lavigne’s qualifications to sit on our board of directors include his pioneering research, his deep scientific knowledge and his reputation as an exceptional leader in the biotechnology industry.

Recommendation of the Board of Directors

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

Members of the Board of Directors Continuing in Office

Term Expiring at the 2017 Annual Meeting of Stockholders (Class I)

Name

Age

Present Position with Agios Pharmaceuticals, Inc.

Lewis C. Cantley, Ph.D.

67Director

Paul J. Clancy

54Director

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 20 years of experience in financial management and strategic business planning, and has served as the executive vice president and chief financial officer at Biogen Inc. (formerly Biogen Idec), a publicly-traded biopharmaceutical company, since August 2007. 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, Mr. Clancy was the vice president of portfolio management at Biogen Inc. 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-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. Mr. Clancy is a member of the Board of Directors of Incyte Corporation. Mr. Clancy has an MBA 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

  5664   Director

Maykin Ho, Ph.D.

  6371   Director

John M. Maraganore, Ph.D.Jeffrey Capello

59Director

Catherine Owen

  53   Director

Douglas G. Cole, M.D. 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. Foster has more than 2528 years of experience in human resources in the pharmaceutical industry and ishas been a Senior Advisor at the former senior vice president, global human resourcesBoston Consulting Group since 2014 and in January 2022 joined ARCH Venture Partners as a venture partner. Previously, she was Senior Vice President, Global Human Resources at Onyx Pharmaceuticals, Inc., an Amgen, Inc., or Amgen, subsidiary and a biopharmaceutical company.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 presidentGlobal Vice President of human resourcesHuman Resources and an executive committeeExecutive Committee member at Johnson and Johnson Corporation, a publicly-tradedpublicly 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-tradedpublicly 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 Prime Medicine, Inc., or Prime, a publicly traded biotechnology company, on the board of directors and compensation and community equity committee of National Resilience Inc., a technology-focused biomanufacturing company, on the board of directors and compensation and facilities committees of Stanford Health Care, a hospital and healthcare system, and also serves on the boardsboard and human resources committee of Spelman College and chairs the Board of Trustees of the Glide Memorial ChurchFoundation. Ms. Foster formerly served on the board of directors and Girls forcompensation committee of Grail, Inc., or Grail, a Change.private biotechnology company, prior to its acquisition by Illumina, Inc., or Illumina. She earned her undergraduate degree at Baruch College of the City University of New York and received her MBAM.B.A. 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.industry, including her experience in people management, compensation planning and driving and maintaining corporate culture.

Maykin Ho, Ph.D.has served as a member of our board of directors since June 2015. Dr. Ho has more than 30 years of experience in the healthcare and finance industries. She ishas been a retiredventure 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 advisory director of the Goldman

Sachs Group whereglobal healthcare investment banking; from 2002 to 2010, she served as partner and co-head of healthcare investment research; and from 1992 to 2010 she served as senior biotechnology analyst, co-head of healthcare for global investment research and advisory director for healthcare investment banking. Previously,analyst. Prior to Goldman Sachs, Dr. Ho held various managerial positions in licensing, strategic planning, marketing and research at DuPont-Merck Pharmaceuticals, a global pharmaceutical company, and DuPont de Nemours & Company. She is a member of the board of directors and chairaudit committee of Fibrogen, Inc., a publicly traded biotechnology company; a member of the board of directors and audit committee forof Parexel International, a privately-held, global pharmaceutical services company; a member of the board of directors, audit committee and science and technology committee of BioMarin Pharmaceutical Inc., a publicly traded biopharmaceutical company; and a member of the board of directors, audit committee and nominating and governance committee of Neumora Therapeutics, Inc., a public biotechnology company. Dr. Ho previously served on the board of directors, audit committee and chaired the nominating and corporate governance committee of Grail, prior to its acquisition by Illumina in 2021. Dr. Ho also serves on the board of directors,

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audit committee and investment committee of two non-profit research institutes: the Aaron Diamond AIDS Research Center and the Institute for Protein Innovation. In addition, she is a non-profit organization in New York, and servesmember of the Biotech Advisory Panel of The Stock Exchange of Hong Kong. Previously, Dr. Ho served on the board of directors and audit committee of PAREXELParexel International when it was a publicly-traded multinational life sciences consulting firm. She also servedpublicly traded company, and on the investment committee of the Society of Neuroscience. Dr. HoShe 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. SheDr. Ho 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 research and banking.

John M. Maraganore, Ph.D.Jeffrey Capello has served on our board of directors since June 2023. Mr. Capello has served as the managing partner of Monomoy Advisors, a financial advisory firm, since April 2021. Mr. Capello served as the Executive Vice President and Chief Financial Officer of Biogen Inc, a biopharmaceutical company, from December 2017 to August 2020. Prior to joining Biogen, Mr. Capello served as the Chief Financial Officer of Beacon Health Options, Inc., a behavioral health company, with responsibility for finance, human resources, information technology, real estate and procurement from October 2016 until November 2017. From July 2015 until September 2016, Mr. Capello was the founder and Chief Executive Officer of Monomoy Advisors. From July 2014 until June 2015 Mr. Capello served as the Executive Vice President and Chief Financial Officer of Ortho-Clinical Diagnostics, an in-vitro diagnostics company that was acquired by the Carlyle Group from Johnson & Johnson, with responsibility for global finance and business development. From March 2010 to December 2013 Mr. Capello served as Chief Financial Officer and Executive Vice President of Boston Scientific Corporation, a medical device company. Mr. Capello joined Boston Scientific in June 2008 and served as Senior Vice President and Chief Accounting Officer until March 2010. From 2006 to 2008 he was the Senior Vice President and Chief Financial Officer with responsibilities for global finance and business development at PerkinElmer, Inc., a life sciences tool company. Previously, he served as PerkinElmer’s Vice President of Finance, Corporate Controller, Treasurer and Chief Accounting Officer from 2001 to 2006. Prior to his tenure at PerkinElmer, Mr. Capello was a Partner at PricewaterhouseCoopers LLP, both in the United States and in the Netherlands. Mr. Capello serves on the board of directors of Neogen Corporation, a publicly traded company that develops solutions for food and animal safety, and previously served on the boards of directors and chaired the audit committees of public biotechnology companies Sirtis Pharmaceuticals, Inc., OvaScience, Inc. and Flex Pharma, Inc. Mr. Capello holds a M.B.A. from Harvard Business School and a B.S. in Business Administration from the University of Vermont. We believe that Mr. Capello is qualified to serve on our board of directors due to his over 30 years of industry experience, including extensive experience as a senior finance executive.

Catherine Owenhas served as a member of our board of directors since November 2011. SinceJune 2023. In her most recent role, Ms. Owen was Senior Vice President, Major Markets at Bristol-Myers Squibb, or BMS, a global biopharmaceutical company, overseeing commercial operations for the business in 18 countries including Japan, Germany, France, and others across Europe. Ms. Owen joined BMS in 2019 from Johnson & Johnson Corporation, or J&J, a healthcare company, where she served most recently as President of Janssen Immunology North America from 2018 to 2019, which launched new products in Crohn’s disease and psoriasis and led the development of J&J’s biosimilars strategy. Prior to leading Janssen Immunology, Ms. Owen was the President of the Infectious Diseases business in the US from 2016 to 2018, responsible for the HIV, RSV, Flu, and Hepatitis B pipeline. Prior to that Ms. Owen worked in various functions and businesses at J&J and led the launches of multiple products in both Europe and the United States. Ms. Owen began her career in the pharmaceutical industry in 1992 at AstraZeneca in London as a production support pharmacist. Ms. Owen was formerly on the board of directors and chair of the compensation committee for Optinose PLC, a public specialty pharmaceutical company, and was on the board of directors of Robert Wood Johnson University Hospitals, a non-profit organization. Ms. Owen earned her Bachelor of Science degree in pharmacy from the University of Manchester and completed her registered pharmacy degree and was a member of the Royal Pharmaceutical Society of Great Britain, MRPhs. We believe that Ms. Owen is qualified to serve on our board of directors because of her extensive commercial experience in the biotechnology industry.

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Members of the Board of Directors Continuing in Office

Term Expiring at the 2025

Annual Meeting of Stockholders (Class III)

Name

Age
(as of April 1, 2024)

Position with Agios Pharmaceuticals, Inc.

Jacqualyn A. Fouse, Ph.D.

62Chair

David Scadden, M.D.

71Director

David P. Schenkein, M.D.

66Director

Jacqualyn A. Fouse, Ph.D. served as our chief executive officer from February 2019 to August 2022, and has served as a member of our board of directors since December 2002,2017. Dr. MaraganoreFouse has served as the chiefchair of our board of directors since August 2022. Dr. Fouse served as executive officer and as a directorchair of Alnylam Pharmaceuticals,Dermavant Sciences, Inc., a publicly-traded biopharmaceutical company.company, from July 2017 until September 2018. From December 2002September 2010 until June 2017, Dr. Fouse served in various capacities at Celgene Corporation, a biopharmaceutical company, or Celgene, serving as strategic advisor to December 2007,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. MaraganoreFouse served as presidentchief financial officer of Alnylam. From April 2000Bunge Limited, or Bunge, a global agribusiness and food company, from 2007 to December 2002,2010. Prior to joining Bunge, Dr. MaraganoreFouse served as senior vice president, strategic product developmentchief 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 Millennium Pharmaceuticals. Before Millennium,Alcon she held a variety of senior leadership roles with international companies. Dr. Fouse is also a director and member of the audit and finance committee and nominating and corporate governance committee of Incyte Corporation, and was a director of Perrigo Company, a publicly traded pharmaceutical manufacturer, Celgene and Dick’s Sporting Goods, Inc., a publicly traded sporting goods retailer. Dr. Fouse also serves on the board of directors, and as Treasurer, of the non-profit organization Friends of Herring River and on the Northeast Chapter board of the non-profit organization the Society for Ecological Restoration. 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 physician-scientist. 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 affiliate 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 organization, leadership and compensation 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 Lightning Biotherapeutics and Sonata Therapeutics. Dr. Scadden is also a scientific founder of Fate Therapeutics, Inc., a publicly traded biotechnology company, and was a scientific founder and member of the board of directors and scientific advisory board of Magenta Therapeutics, a publicly traded biotechnology company now merged with Dianthus Therapeutics, Inc. Dr. Scadden was also formerly on the boards of directors of the private biotechnology companies LifeVault Bio and Clear Creek Bio, Inc. He is the recipient of numerous honors including the E. Donnall Thomas and the Dameshek awards from the American

16


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 chair of our board of directors from February 2020 to August 2022. 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 (Google Ventures), 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 directoran adjunct clinical professor of molecular biology and directormedical oncology at Stanford University School of market and business development at Biogen.Medicine. Prior to Biogen,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. MaraganoreSchenkein currently serves on the board of directors of Leyden Labs, Inc., Aera Therapeutics, Inc., or Aera, and Treeline Biosciences, all private biotechnology companies, 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, on the board of directors, compensation committee and nominating and corporate governance committee of Prime, and on the board of directors and technology committee of Regeneron Pharmaceuticals, Inc., a publicly traded biotechnology company. Dr. Schenkein was formerly on the board of directors of Foundation Medicine, Inc., a scientistpublicly traded biotechnology company and on the board of directors, compensation committee and nominating and corporate governance committee of bluebird bio, or bluebird, a publicly traded 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 of hematology and his extensive background in the biotechnology industry, including his roles at ZymoGenetics,Genentech and Millennium, provide a critical contribution to our board of directors.

Term Expiring at the 2026

Annual Meeting of Stockholders (Class I)

Name

Age
(as of April 1, 2024)

Position with Agios Pharmaceuticals, Inc.

Rahul Ballal, Ph.D.

46Director

Brian Goff

55Chief Executive Officer and Director

Cynthia Smith

55Director

Rahul Ballal, Ph.D. has served as a member of our board of directors since August 2022. Dr. Ballal has served as chief executive officer of Mediar Therapeutics Inc., or Mediar, a private biotechnology company, since March 2023. Prior to that, he served as President and Chief Executive Officer of Imara, Inc. or Imara, a publicly traded biotechnology company, from June 2018 until its merger with Enliven Therapeutics, Inc., or Enliven, a public biotechnology company in February 2023. Prior to joining Imara, Dr. Ballal served as Chief Business Officer of Northern Biologics Inc., a biotechnology company, from May 2016 to June 2018, and The Upjohn Company,as an Entrepreneur-in-Residence at Versant Ventures Management LLC, a pharmaceutical manufacturing company.life sciences venture capital firm. Previously, Dr. Maraganore is a director of bluebird bio,Ballal was Vice President, Business Development at Flexion Therapeutics, Inc., or Flexion, a publicly-tradedpublicly traded biopharmaceutical company, and Tempero Pharmaceuticals, a majority-owned subsidiary and affiliate of GlaxoSmithKline. In addition,from March 2011 to May 2016. Prior to Flexion, he was formerlyheld a venture partnerfellowship position at Third Rock Ventures, L.P., where he participatedNovartis Venture Funds, a venture capital fund, as part of the Kauffman Fellowship, from June 2010 to June 2012, and overlapped in business development at the Broad Institute of Massachusetts Institute

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of Technology, a limited capacity focusingbiomedical and genomic research center. Dr. Ballal was also the founder and CEO of Redmind LLC, a venture backed data analytics startup that was sold to Ikimbo Inc. in June 2002. Dr. Ballal serves on guiding strategy for Third Rock and its portfolio companies, and was formerly chairman of the board of directors of RegulusMediar, on the board of directors of Enliven, and on the board of directors of Vaderis Therapeutics Inc.,AG, a publicly-tradedprivate biotechnology company. HeDr. Ballal also serves on the board of directors and audit and risk committee of The Park School, a non-profit organization. Dr. Ballal received his Ph.D. in biochemistry and molecular biology from Georgetown University, his M.S. in biotechnology from Johns Hopkins University and his B.A. in biology from Brown University. We believe Dr. Ballal is alsoqualified to serve on our board of directors based on his broad experience in the life sciences industry, including in various investment, operating and leadership roles.

Brian Goff has served as our chief executive officer and a member of our board of directors since August 2022. Prior to joining Agios, Mr. Goff served as Executive Vice President, Chief Commercial and Global Operations Officer of Alexion Pharmaceuticals, Inc. or Alexion, from June 2017 to July 2021. Mr. Goff led the Immunology Advisory Councilglobal commercial and operations teams at Alexion, which included responsibility for country operations in each of Harvard Medical SchoolAlexion’s affiliates in North America, EMEA, Japan, Asia Pacific, and Latin America. Prior to joining Alexion in June 2017, Mr. Goff was Chief Operating Officer and a member of the board of directors of Neurovance, Inc., a biopharmaceutical company, from December 2016 until its acquisition by Otsuka Pharmaceuticals Co., Ltd. in March 2017. Prior to joining Neurovance, Mr. Goff served as the Biotechnology Industry Organization. Dr. Maraganore holdsExecutive Vice President & President — Hematology Division of Baxalta Incorporated, a biopharmaceutical company, from January 2015 to July 2016 until its acquisition by Shire plc. He previously served with Baxter Healthcare Corporation as Global Hemophilia Franchise Head from June 2012 to December 2014. Earlier in his career, Mr. Goff held positions of increasing responsibility in sales and marketing roles with Novartis Pharmaceuticals, and the pharmaceutical division of Johnson & Johnson. Mr. Goff has an M.S.M.B.A. from the Wharton School at the University of Pennsylvania and a Ph.D.B.A. from Skidmore College. We believe Mr. Goff is qualified to serve as a member of our board of directors due to his more than 30 years of industry experience, including executive commercial leadership experience in Biochemistryrare diseases and Molecular Biologyinternational operations.

Cynthia Smith has served as a member of our board of directors since August 2022. Since January 2017, Ms. Smith has consulted as a strategic advisor for biotechnology companies. Previously, she served as Chief Commercial Officer and a member of the Executive Committee of ZS Pharma, Inc., or ZS Pharma, a specialty pharmaceutical company developing therapies for treatment of hyperkalemia and liver diseases, from 2013 to 2016, where she led efforts to transition the company from a development stage company to a commercial enterprise. ZS Pharma was acquired by AstraZeneca in 2015. Prior to ZS Pharma, Ms. Smith served as Vice President, Market Access and Commercial Development at Affymax, Inc., a biopharmaceutical company, from 2008 to 2013. From 2000 to 2008, she held various senior leadership positions in market access, corporate strategy, government relations and external affairs at Merck & Co. Before beginning her career in the biopharmaceutical industry, Ms. Smith served as a healthcare policy analyst in the Office of Management and Budget at the White House from 1995 to 2000. Ms. Smith currently serves on the boards of directors of publicly traded biotechnology companies Akebia Therapeutics, Inc. Protara Therapeutics, Inc., and Spero Therapeutics, Inc., and on the board of directors of the French-American Foundation. Ms. Smith previously served on the board of directors of Nivalis Therapeutics, Inc. from November 2016 to July 2017 and on the board of directors of Dicerna Pharmaceuticals, Inc. from August 2018 until its acquisition by Novo Nordisk A/S in 2021. Ms. Smith earned a B.A. from the University of Chicago and a B.A. in Biological Sciences alsoNorth Carolina at Chapel Hill, an M.B.A. from the UniversityWharton School and an M.S. in public policy from the Eagleton Institute of Chicago. Dr. Maraganore has over 25 years of experience in the biotechnology industry, bringingPolitics at Rutgers University. We believe that Ms. Smith is qualified to serve on our board critical scientific, research and development, and general management expertise.

of directors due to her more than two decades of broad leadership experience within the biopharmaceutical industry.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF MS. FOSTER, DR. HO, MR. CAPELLO AND MS. OWEN.

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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 & people 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, Investor Relations, at 88 Sidney Street, Cambridge, MA 02139,Massachusetts 02139; telephone: 617-649-8600;e-mail: renee.leck@agios.com. IR@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 periodicallyannually to determine whether they are functioning effectively.

Corporate Social Responsibility

We are committed to building a sustainable business that provides long-term value for all our stakeholders. Central to our mission is our drive to improve the lives of those fighting life-threatening and life-altering rare diseases, including those that have often been overlooked or neglected. We also support and advance a range of other responsibilities, such as: increasing access to medicines; advancing diversity, equity, and inclusion both internally and externally; building a strong culture of flexibility and respect; creating opportunities in STEM; promoting health equity; reducing our waste and energy usage; making a difference in our communities; and conducting our business according to the highest ethical standards.

Since 2020, we have published our Environmental, Social, and Governance (ESG) Report, with the intent of disclosing relevant ESG initiatives and metrics from across the company that are aligned not only with our

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values and our culture, but also with the United Nations Sustainable Development Goals (UN SDGs) and the standards for the Biotechnology and Pharmaceuticals industry set by the Sustainability Accounting Standards Board (SASB). Our 2024 ESG Report is available on our website, www.agios.com, under the “Corporate Social Responsibility” section. The contents of the ESG Report are not deemed to be part of this proxy statement or incorporated by reference herein.

Our ESG program is centered around our commitments to the patients we serve, our employees, our communities and world, and business ethics and values.

Our Commitment to Patients

Advancing Science

We are focused on making a difference for patients by discovering, developing, and delivering innovative therapies. In our 15-year history, we have pioneered two novel therapeutic approaches — IDH inhibition and pyruvate kinase (PK) activation — and we continue to focus on creating an environment in which scientific and clinical innovation on behalf of patients can thrive. Our pioneering research in PK activation has yielded the first approved therapy for PK deficiency – a rare, debilitating, lifelong blood disorder – as well as a robust clinical and preclinical pipeline.

Improving Care for Underserved Rare Diseases

Due to the rarity of the condition, people living with PK deficiency have historically been overlooked, underdiagnosed, and underserved. In addition to developing the first approved therapy for PK deficiency, we have led the way in supporting this patient community holistically. We have made important strides in elucidating the burden of disease by funding a natural history study of PK deficiency and continuing that work through building the first global patient registry. We have also developed informative resources to educate both physicians and patients, and we have worked to solve the problem of underdiagnosing genetically defined hemolytic anemias by launching a no-cost next-generation sequencing testing program. We have also collaborated with patient advocacy groups to help establish the first international PK deficiency patient advocacy advisory council, an international, multi-disciplinary group of experts, including patients, caregivers, patient advocates and clinicians.

We have taken a similar approach to people living with thalassemia. There are currently no approved treatment options for those with a-thalassemia and treatment options are limited for those with ß-thalassemia. Our global thalassemia clinical development programincludes people across the full range of thalassemia types, including both a- and ß-thalassemia as well as transfusion-dependent and non-transfusion-dependent. As with PK deficiency, we are supporting this community holistically, in particular by bringing much-needed awareness to the most underserved subgroup – a-thalassemia. We have convened an a-thalassemia working group, which includes leading thalassemia experts from around the world, with a goal of addressing gaps in knowledge and education about a-thalassemia. In addition, our team members have researched and presented groundbreaking new research about symptoms, complications, and disease progression in a-thalassemiaat leading medical meetings. We have been instrumental in several efforts to build community among thalassemia physicians, patients and caregivers, and industry so that these stakeholder groups can share learnings and experiences as well as innovate solutions on behalf of the broader thalassemia community – such as through our “Thal Pals” podcast, quarterly thalassemia newsletter and thalassemia advocacy advisory council.

We are also working to advance care holistically for people with sickle cell disease. We are advancing the RISE UP study with a goal of developing the first oral treatment to address both sickle cell pain events and chronic anemia. In order to ensure RISE UP includes participants who are representative of the diverse sickle cell disease population, Agios has invested resources and efforts to work with global sites across North and South

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America, the Middle East, Europe, and Africa. In addition, we have partnered closely with sickle cell warriors from around the world to design and raise awareness of RISE UP. Finally, we provide funding to the American Society of Hematology Sickle Cell Disease Centers Workshop, a program to provide useful information and support to institutions that are considering the creation of comprehensive sickle cell disease centers, and we sponsored an art exhibit at the Sickle Cell Disease Association of America Annual National Convention featuring the work of sickle cell warrior and advocate, Hertz Nazaire, which is planned to become a traveling art exhibit in 2024.

Access to Medicines

Prior to the launch of PYRUKYND® (mitapivat) for PK deficiency, we developed a philosophy and guiding principles to inform all of our pricing and access decisions. We collaborated closely with the patient, caregiver, and provider communities to develop myAgios Patient Support Services to help ensure that as many eligible patients as possible can have access to our medicines and for out-of-pocket costs for the individual patients to be as reasonable as possible. Since FDA approval, 90% of eligible U.S. patients with commercial health insurance have utilized the PYRUKYND® Copay Program, which lowers copay costs to $0 per prescription. Our Patient Assistance Program offers free prescriptions for eligible U.S. patients who are uninsured, underinsured or rendered uninsured to help them get access to our medicines. As part of our commitment, we are not taking any price increases on PYRUKYND® for the treatment of PK deficiency for five years following FDA approval. In addition, our Global Managed Access Program provides a pathway for eligible adult PK deficiency patients receiving care in the European Union and Great Britain to have access to PYRUKYND® at no charge.

In connection with our regulatory approvals in the European Union and Great Britain, we are currently providing access to PYRUKYND® free of charge for eligible patients in those jurisdictions through a global managed access program. We may provide access to PYRUKYND® for adult patients with PK deficiency in other jurisdictions upon request through the global managed access program, on either a free of charge or for charge basis.

Patient Voice in Clinical Trials

We strive for patient voices to be central when developing clinical trial protocols and creating communications for trial participants. By seeking input from patients early on, and incorporating their feedback, we believe that our trials are better equipped to address the aspects of the disease that are most important to patients, and are more inclusive and accommodating of patients’ needs which paves the way for more representative diversity in our trials.

Patient Safety

Finally, we place a high priority on patient safety through adhering to all relevant best practices and regulations in clinical trials, product manufacturing and supply chain management.

Our Commitment to Our Employees

Our Culture

Agios is a supportive, fun, and flexible environment full of people empowered to bring their whole selves to work and motivated to make a positive impact for those living with rare diseases. We intentionally cultivate a culture of flexibility, psychological safety, and deliberate development. We regularly ask our people about their experiences at Agios and what we can do to improve our programs and enhance our environment through a full

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organizational health survey every 2–3 years and more frequent, targeted pulse surveys. We eagerly listen to our team’s feedback, analyze what we hear, and use the findings to make informed decisions that help Agios continue to be a great place to work.

Deliberate Development

We focus on retaining and hiring people who care deeply about our mission, about each other, and about the people who count on us. Our retention strategy is fueled by our focus on the deliberate development of all employees through programs such as tuition reimbursement, mentorship programs, our DevelOPPortunities Program – which offers temporary, part time assignments that provide employees with an opportunity to build new, differentiated skill sets while maintaining their current role – and encouraging internal promotions and cross-functional internal moves when aligned with employee career interest.

Flexibility

Another key to our retention strategy is our culture of flexibility. With a culture that supports individual employee needs already in place, we were able to respond nimbly to the unprecedented challenges of the COVID-19 pandemic and to continue serving the patients counting on us. We then took our learnings and experiences from the pandemic to initiate a flexible work pilot program in September 2021, offering all location-agnostic team members (i.e., those who are not based in a lab or in the field interacting with healthcare providers) the option to choose where they work — fully remote, fully in the office, or hybrid. As with every significant people-related decision at Agios, the program was data-driven and created with employee input and feedback in mind. We conducted surveys to help design the Reimagining Work program and to gauge its effectiveness and the feedback to date has been overwhelmingly positive. In addition, the opportunity to work remotely has opened doors for us to hire a more diverse team including individuals from different locations and backgrounds and with a variety of responsibilities in their personal lives. Our approach and commitment to flexibility has supported an increase in representative diversity of new hires in 2023. In 2023, approximately 84% of our new hires chose to work remotely. In addition, the opportunity to work remotely has opened doors for us to hire a more diverse team including individuals from different locations and backgrounds and with a variety of responsibilities in their personal lives. In 2022, approximately two-thirds of our new hires chose to work remotely.

Compensation and Benefits

We offer a competitive and balanced compensation and benefits package, including equity for employees with flexibility to select the percentage of restricted stock units versus stock options, discretionary paid time off policy, generous parental and family leave plans, and premium medical benefits. The benefits that have evolved as a direct result of employee feedback include: discretionary time off policy, formal company shutdowns during the last week of August and December, expanded parental leave, a lifestyle spending account, and an inclusive family forming benefit. In 2023, we provided an “inflation support account” to help our employees and their families navigate the rising costs of essentials such as utility bills, groceries, gas, and more during an unusually high inflationary period.

Recruitment

Identifying and recruiting top talent is critical to our growing organization. To do so, we leverage internal networks and a variety of external resources such as professional organizations, academic institutions, career sites, job fairs, and industry conferences. We take a creative approach to identify and assess a diverse pool of candidates for all our openings.

Diversity

We place a strong emphasis on diversity, equity, and inclusion, or DE&I. In 2020, we led a diversity initiative at Agios that included speakers and workshops on valuing differences to heighten our awareness and

22


help us learn together. In January 2021, we formed the Agios DE&I Council to ensure we are fostering a welcoming, diverse workplace where all employees can thrive and be their true selves. The DE&I Council also spearheads external DE&I work on topics such as health equity and supplier diversity. We have leveraged feedback from our employees to continue to inform our approach to creating an inclusive workplace, with improvements to our talent acquisition strategy, an expanded speaker series, and access to learning and volunteer opportunities.

Our commitment to DE&I is an ongoing journey; we recognize there is always more to do. We also believe that measuring progress is critical to ensuring that our DE&I efforts are having a real impact on our teams and communities. We are pleased to share that responses to the following DE&I questions on our 2023 companywide survey were positive.

LOGO

Our Commitment to Our Communities and the World

We are committed to supporting and connecting with our communities and to doing our part to support a cleaner, healthier planet.

Community Relations

We have organized our community relations initiatives around three pillars: (1) complementing our pursuit of innovative medicines by meeting non-therapeutic needs for patient communities, (2) promoting increased diversity in STEM education and careers and supporting health equity, and (3) being a good neighbor and helping to meet the fundamental needs of those around us. We maintain a corporate giving program that identifies initiatives to support our community and creates opportunities for employee involvement in causes that benefit our community.

Environmental Initiatives

Although we lease all of our buildings, we continue to enhance and promote sustainable practices in our existing spaces and ensure our future spaces are designed with sustainability in mind. To date, we have

23


completed a number of sustainability projects such as building a 50+ bike storage unit to encourage employees to cycle to work, conducting a lab renovation project utilizing energy efficient cold storage equipment, and updating our LED lighting technologies. We also have practices in place to reduce hazardous waste, solid waste production, and water usage. In 2023, we achieved a reduction in hazardous and non-hazardous waste volumes year-over-year through implementation of waste minimization practices including improved chemical inventory management, waste stream auditing, and strategic waste packaging selection. Also in 2023, through diligent monitoring of water usage, we saw a reduction in laboratory wastewater volumes year-over-year.

Our Commitment to Ethics and Values

At Agios, we are committed to conducting business ethically, responsibly, and transparently. We hold ourselves to the highest standards and have built strong governance practices to ensure accountability for our actions. This includes a Code of Business Conduct and Ethics, which applies to all of our officers, directors, and employees; corporate governance guidelines adopted by our board of directors; and charters for our audit committee, compensation & people committee, nominating and corporate governance committee, and science and technology committee. In addition, we have robust policies in place to ensure compliant interactions with healthcare providers, protection of personal and patient data, and strong cybersecurity practices, among others.

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.directors. 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 oura company’s 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 2024, our board of directors undertook a review ofreviewed 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. Schenkein and Cantley and Mr. Karsen, who resigned from our board of directors effective March 1, 2016, is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQNasdaq Listing Rules.Rules, with the exception of Mr. Goff, our chief executive officer, and Dr. Fouse, our chair. Our board of directors had also previously determined that John Maraganore, a former director who resigned from our board of directors in May 2023, and Paul Clancy, a former director who did not

24


stand for re-election at the 2023 annual meeting of stockholders, were each “independent directors” as defined under Rule 5605(a)(2). In addition, our board of directors determined that Dr. Ballal, Mr. ClancyCapello and Drs. Cole and Maraganore,Dr. Ho, who currently comprise our audit committee, Ms. Foster, Dr. MaraganoreMs. Owen and Mr. Nelsen,Ms. Smith, who currently comprise our compensation & people committee, and Dr. Cole, Ms. Foster, Dr. Ho and Dr. Ho,Scadden, who are members ofcurrently comprise 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. Mr. Goff is not independent because he is our chief executive officer. Dr. Fouse is not independent because she previously served as our chief executive officer within the past three years.

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 chair 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 chair of the board of directors. Separating the duties of the chair 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 chair of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management. Specifically, the chair of our board of directors presides over meetings of the board of directors, facilitates communications between management and the board of directors, provides input on the design of the board of directors and assists with other corporate governance matters.

Because Dr. Fouse, the chair 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,Ms. Foster as lead independent director. Ms. Foster 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. Her duties as chairman of the boardlead independent 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 chair and theour chief executive officer;

preparing or approvingWorking with our chair 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 and, if appropriate, recommending action to be taken

Monitoring, with respect to writtenthe assistance of our chief legal officer, or his designee, communications from stockholders submittedand other interested parties and providing copies or summaries to our boardthe other directors as she considers appropriate (see “Communications with Ourour Board of Directors” below).; and

Our board decided to separate the roles of chairman

Consulting with our chair 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;

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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 and should be willing and able to contribute positively to the decision-making process 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. While we have no formal policy regarding board diversity, our corporate governance guidelines provide that the value of diversity should be considered. 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.

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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 utilizedengaged 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 datesdate 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.

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Board Diversity Matrix

Our board of directors has voluntarily provided the self-identified information below.

Board Diversity Matrix

(As of April 26, 2024)

 

Total Number of Directors

 

  10*
   
   

  Female  

 

 

  Male  

 

 

Non-

 Binary 

 

  Did Not  

Disclose

Gender

Part I: Gender Identity

 

Directors

 

  5  5  0  0

Part II: Demographic Background

 

    

African American or Black

 

  1  0  0  0

Alaskan Native or Native American

 

  0  0  0  0

Asian

 

  1  1  0  0

Hispanic or Latinx

 

  0  0  0  0

Native Hawaiian or Pacific Islander

 

  0  0  0  0

White

 

  3  4  0  0

Two or More Races or Ethnicities

 

  0  0  0  0

LGBTQ+

 

 0

Did Not Disclose Demographic Background

 0

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 chairmanchair 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.

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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 fiveeleven times during our fiscal year 2015,2023, including telephonic and virtual meetings. During the year, each of our then-serving directors attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which they served.served, other than Ms. Owen, joined our board of directors in June 2023 and who attended 67% of the aggregate number of meetings of the board of directors and committees on which she served (during the period for which she served in 2023).

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 20152023 annual meeting of stockholders.

Board Committees

We have four standing committees: the audit committee, the compensation & people 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 Dr. Ballal, Mr. Capello (who joined the committee in June 2023), and Dr. Ho. Prior to the expiration of his term as a director in June 2023, Mr. Clancy served on the audit committee, and Drs. Cole and Maraganore.prior to his resignation from of our board directors in May 2023, Dr. Maraganore served on the audit committee. Mr. Capello is the chair of the audit committee; prior to that, Mr. Clancy iswas the chair of the audit committee. Our board of directors has determined that each of Mr. Clancy qualifiesCapello and 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’shis 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 seveneight times during fiscal year 2015,2023, including telephonic and virtual 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;

 

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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;

 

review the results of our efforts to monitor compliance with our programs and policies designed to promote adherence to applicable laws and regulations;

review our investment portfolio and investment policy on a periodic basis;

reviewing and approving or ratifying any related person transactions; and

 

preparing the audit committee report required by SEC rules, which is included on page 3138 of this proxy statement.Proxy Statement.

Compensation & People Committee

The members of our compensation & people committee are Ms. Foster, Dr. MaraganoreMs. Owen (who joined the committee in June 2023) and Ms. Smith. Prior to the expiration of his term as a director in June 2023, Mr. Nelsen.Clancy served on the compensation & people committee. Ms. FosterSmith is the chair of the compensation & people committee. Our compensation & people committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers.officers and directors. The compensation & people committee met sixseven times during fiscal year 2015.2023, including telephonic and virtual meetings. The compensation & people committee’s responsibilities include:

 

reviewing and approving corporate goals and objectives relevant to CEOchief executive officer 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”; andAnalysis,” which is included on page 41 of this Proxy Statement;

 

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preparing the compensation & people committee report required by SEC rules, which is included on page 5961 of this proxy statement.Proxy Statement; and

reviewing and discussing with management human resource policies and practices, including those related to talent acquisition and retention, key diversity initiatives, career development and organizational engagement and effectiveness.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Ms. Foster, Dr. Ho and Drs. Cole and Ho.Dr. Scadden. Ms. Foster is the chair of the nominating and corporate governance committee. The nominating and corporate governance committee met three times during fiscal year 2015.2023, including telephonic and virtual meetings. 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; andboard of directors;

 

overseeing periodic evaluationsan annual self-evaluation of the board.board of directors; and

overseeing our programs, policies, disclosures and practices relating to ESG issues and impact to support the sustainable growth of our business

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. Ballal, Dr. 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 fourthree times during fiscal year 2015,2023, including telephonic and virtual 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);

 

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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’sBoard of Directors’ 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 overseeing our periodic, company-wide enterprise risk management evaluation and 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. Our chair promotes effective and transparent communication and consideration of matters presenting significant risks to the company through her role in developing the board’s meeting agendas, presiding over meetings and facilitating communications between management and the board of directors. Our lead independent director also promotes consideration of matters presenting significant risks to the company through her role of working with our chair and chief executive officer in preparing the board’s meeting agenda and determining the need for special meetings and facilitating communications between members of our board of directors, our chair and our chief executive officer.

The audit committee reviews information regarding liquidity and operations, and oversees our management of financial risks.risks and provides direct oversight over our cybersecurity risk. 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, discussions with our chief compliance officer to monitor and review our regulatory compliance efforts, and discussions with management regarding significant financial and other 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 & people committee is responsible for ensuring that our compensation programs properly align pay with performance, assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking.risk-taking and for assessing risk with respect to human capital management. Oversight by the compensation & people committee includes direct communication with our compensation consultants. The nominating and corporate governance committee manages risks associated with the board and committee composition, independence of the board of directors, corporate disclosure practices, and potential conflicts of interest.interest, ESG issues and management succession planning. The science and technology committee assists the Board’sboard of directors’ oversight of the Company’scompany’s long-term strategic goals, research and development activities.activities and enterprise risk management in the areas affecting research and development. 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.

We undertake a comprehensive enterprise risk management analysis in an effort to identify and prioritize key risks facing our company in the short-, medium-and long-term time frames, and our management team communicates the findings of this analysis to the audit committee and our entire board of directors on a periodic

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basis. Our board of directors believes that full and open communication between management, the committees and the board of directors is essential for effective risk management and oversight, including with respect to cybersecurity, human capital management, board and employee diversity, environmental, social and governance topics and risks.

Risk Considerations in our Compensation Program

We along with our compensation & people 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, we and the compensation & people 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

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 & people committee not to apply fixed formulae in assessing our company performance, thus enabling the compensation & people 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.

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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, 2016,2023, 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$630,000 in equity awards upon initial election; 8,000 atelection (split approximately 75% in stock options and 25% in RSUs, based on value); $360,000 in equity awards immediately following each annual meeting of stockholdersthereafter (split approximately 75% in stock options and 25% in RSUs, based on value)*

Chair

   
Additional $30,000
$30,000

 
  

Lead Independent Director

 
Additional
$25,000

 
Audit Committee:

Chair

$20,000

AuditMember (other than Chair)

$10,000

Compensation & People Committee:

    

Chair

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

Member

$10,000  

Compensation Committee:Member (other than Chair)

  

Chair

$10,000500 shares at each annual meeting of stockholders

Member

 $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

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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 necessaryappropriate 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 2015:2023:

 

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
($)
 

Rahul Ballal, Ph.D.

   67,500    269,767    89,985        427,252 

Jeffrey Capello

   20,962    485,247    157,474        663,683 

Paul J. Clancy(5)

   54,293                54,293 

Kaye Foster

   81,202    269,767    89,985        440,954 

Jacqualyn Fouse, Ph.D.

   87,500    269,767    89,985        447,252 

Maykin Ho, Ph.D.

   65,000    269,767    89,985        424,752 

John M. Maraganore, Ph.D.(6)

   59,718                59,718 

Catherine Owen

   17,218    485,247    157,474        659,940 

David Scadden, M.D.

   70,000    269,767    89,985        429,752 

David P. Schenkein, M.D.

   57,500    269,767    89,985        417,252 

Cynthia Smith

   60,158    269,767    89,985        419,910 

 

(1)

Represents, with respect to Mr. Capello and Ms. Owen, stock options to purchase 33,177 shares of common stock granted upon their appointment to our board of directors, and, with respect to our other non-employee directors, stock options to purchase 18,958 shares of common stock granted during 2023 for service on our board of directors. The shares subject to the stock options granted to Mr. Capello and Ms. Owen vest as to 25% of the underlying shares on June 13, 2024, with the remaining 75% vesting in 36 equal monthly installments thereafter. The stock options granted to our other non-employee directors vest in full on June 13, 2024. Amounts listed represent the aggregate fair value amount computed as of the grant date of the stock option awards granted during 20152023 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 9, 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 15, 2024.

(2)

The aggregate number of shares of common stock underlying stock options outstanding as of December 31, 2023 were: Dr. Ballal: 56,905, Mr. Capello: 33,177, Ms. Foster: 91,767, Dr. Fouse: 861,004, Dr. Ho: 117,118, Ms. Owen: 33,177, Dr. Scadden: 103,868, Dr. Schenkein: 726,839 and Ms. Smith: 56,905.

(3)

Represents, with respect to Mr. Capello and Ms. Owen, RSUs representing the contingent right to receive 5,929 shares of common stock granted upon their appointment to our board of directors, and, with respect to our other non-employee directors, RSUs representing the contingent right to receive 3,388 shares of common stock granted during 2023 for service on our board of directors. The shares subject to the RSUs granted to Mr. Capello and Ms. Owen vest in three equal annual installments beginning on June 13, 2024.

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The shares subject to the RSUs granted to our other non-employee directors vest in full on June 13, 2024. Amounts listed represent the aggregate fair value amount computed as of the grant date of the RSUs granted during 2023 in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 8,9, 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, 2016.15, 2024.

 

(4)Represents options to purchase 11,899

The aggregate number of shares of common stock granted tounderlying RSUs outstanding as of December 31, 2023 were: Dr. Ballal: 7,992, Mr. Capello: 5,929, Ms. Foster during 2015 for service on our board of directorsFoster: 3,388, Dr. Fouse: 76,655, Dr. Ho: 3,388, Ms. Owen: 5,929, Dr. Scadden: 3,388, Dr. Schenkein: 3,388 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.Ms. Smith: 7,922.

 

(5)Represents options to purchase 21,250 shares

Mr. Clancy did not stand for re-election at our 2023 annual meeting of common stock granted to Dr. Ho during 2015 upon her initial election to the board of directors, of which 25% will vest on June 23, 2016 with the remaining shares vesting monthly thereafter in equal increments over 36 months.stockholders.

 

(6)Mr. Karsen

Dr. Maraganore resigned from our board of directors effective March 1, 2016.May 24, 2023.

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

(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, one of our directorsMr. Goff, who also serves as our president and chief executive officer doesand a member of our board of directors, did not receive any additional compensation for his service as a director.

director during 2023. The compensation that we paid to Mr. Goff in his role as our chief executive officer is disclosed under “Executive Compensation–Summary Compensation Table.”

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.

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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 & people 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 & people committee, in consultation with the chief executive officer or the vice president of human resources.chief people officer. The compensation & people 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 & people committee to make presentations, to provide financial or other background information or advice or to otherwise participate in

compensation & people committee meetings. The chief executive officer may not participate in, or be present during, any deliberations or determinations of the compensation & people committee regarding his or her compensation. The charter of the compensation & people committee grants the compensation & people 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 & people committee considers necessary or appropriate in the performance of its duties. In particular, the compensation & people 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, 2015,2023, the compensation & people 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 & people committee on our compensation program for executive officers, which includes base salaries, annual performance-based cash incentives and equity incentive awards.awards, and on our non-employee director compensation policy. Radford did not determine or make recommendations to the compensation & people committee regarding the specific amount or form of compensation of our executive officers or directors for fiscal year ended December 31, 2015.2023, other than recommendations with respect to our 2023 Stock Incentive Plan.

Historically, the compensation & people 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 & people 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 & people 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 & people committee makes recommendations to our board of directors regarding the compensation of directors and the chief executive officer, and, prior to fiscal year 2024, 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 & people committee may form, and delegate authority to, subcommittees, consisting of independent directors, as it deems

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appropriate. During fiscal year 2015,2023, the compensation & people committee did not form or delegate authority to such subcommittees. During fiscal year 2015,2023, the compensation & people 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 and RSU 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 & people 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, 20152023 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, 2015.2023.

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. ClancyJeffrey Capello (chair)

Douglas G. ColeRahul Ballal, Ph.D.

John M. Maraganore

Maykin Ho, Ph.D.

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EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of April 22, 2016:1, 2024:

 

Name

  Age   

Position(s)

David P. Schenkein, M.D.

58President and Chief Executive Officer

Scott Biller, Ph.D.

60Chief Scientific Officer

Chris Bowden, M.D.Brian Goff

   55   Chief MedicalExecutive Officer

Steve HoerterJames Burns

46Chief Legal Officer

Cecilia Jones

49Chief Financial Officer

Sarah Gheuens, M.D., Ph.D.

   45   Chief CommercialMedical Officer, Head of Research & Development

Glenn GoddardTsveta Milanova

   4546   Senior Vice President, FinanceChief Commercial Officer

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

Scott Biller, Ph.D.James Burns has served as our chief legal officer since January 2022. Mr. Burns joined Agios in September 20102016 as chief scientific officer, with more than 25 years of drug discoverya senior attorney and development experience. From 2003 to September 2010, Dr. Biller was vice president andthe first head of global discovery chemistry at the Novartis Institutes for Biomedical Research, an affiliate of publicly-traded biopharmaceutical company Novartis AG. Prior to that, Dr. Biller held the positions of vice president, pharmaceutical candidate optimization at the BMS Pharmaceutical Research Institute, a division of Bristol-Myers Squibb, or BMS, a global biopharmaceutical company,compliance, after which he served as Senior Vice President and executive director of drug discovery chemistry for the Bristol-Myers Squibb research site in Lawrenceville, New Jersey. Among his other key leadership positions at BMS, Dr. Biller was the executive director of metabolic diseases chemistry. He contributed to the drug candidate pipelines at both BMS and Novartis, culminating in two medicines launched worldwide (Onglyza® for the treatment 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 Caltech and was an NIH Postdoctoral Fellow at Columbia University focusing on natural product synthesis.

Chris Bowden, M.D.joined Agios as chief medical officer in May 2014. HeGeneral Counsel. Mr. Burns has more than 18 years of legal and compliance experience in the pharmaceutical industry. Prior to joining Agios, Mr. Burns held roles of increasing responsibility at EMD Serono Inc., a biotechnology company, culminating in his position as associate general counsel for commercial. Mr. Burns began his legal career as a corporate attorney at Testa, Hurwitz and Thibeault LLP and Goodwin Procter LLP. Mr. Burns holds a B.A. degree from Seton Hall University and a J.D. from Seton Hall University School of Law.

Cecilia Jones has served as our chief financial officer since September 2022. Prior to joining Agios, Ms. Jones served as Chief Financial Officer of LogicBio Therapeutics, Inc., or LogicBio, a gene therapy company, from January 2021 to September 2022. Prior to joining LogicBio, Ms. Jones worked at Biogen, where she held a variety of roles beginning in November 2010, most recently serving as Vice President, Finance from June 2019 until January 2021 and as Senior Director, Corporate Finance from July 2015 to June 2019. Before Biogen, Ms. Jones served in various roles in financial planning and analysis at Interactive Data Corporation, a financial market data company, and Genzyme Corporation (prior to its acquisition by Sanofi S.A.). Ms. Jones has an M.B.A. from the Harvard Business School and an economics degree from Universidad de San Andres in Buenos Aires, Argentina.

Sarah Gheuens, M.D., Ph.D. has served as our chief medical officer since September 2021 and as head of research & development since July 2022. She joined the company in December 2019, and prior to her appointment as chief medical officer, she served as head of clinical drug development includingfor our genetically defined disease programs and as interim head of regulatory affairs. Dr. Gheuens has been instrumental in completing the approval of several cancer medicines.pivotal phase 3 program for pyruvate kinase deficiency and leading simultaneous regulatory submissions to the FDA and EMA in this indication, as well as designing the pivotal programs for thalassemia, sickle cell disease and pediatric indications. Prior to joining Agios, Dr. Bowden was vice president product development oncology, franchise lead (Signaling Group)Gheuens worked 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 2003Biogen from 2012 to 2006, Dr. Bowden was the executive director for EMEA (Europe, Middle East, Africa) regions for Bristol-Myers Squibb. In this role, he led medical affairs strategies for cancer, immunology and pain medicines. Earlier, Dr. Bowden2019, where she held positionsroles of increasing responsibility in oncologysafety, medical affairs and clinical development, Phases I-IIIdevelopment. Her work was critical for the approval of SPINRAZA®. Before joining Biogen, Dr. Gheuens worked at Pharmacia CorporationBeth Israel Deaconess Medical Center, or BIDMC, a hospital, from 2008 to 2012, taking care of patients with HIV and Janssen Pharmaceutical, Inc., each of which is a pharmaceutical company. Prior to his industry experience,neurological complications and doing research on progressive multifocal leukoencephalopathy. Dr. Bowden wasGheuens serves on the oncology facultyboard of directors and on the science and technology committee of Viridian Therapeutics, Inc., a publicly traded biotechnology company. Dr. Gheuens received her medical degree from the Free University of Brussels (VUB), Belgium, and completed her neurology residency at the University Hospital of Virginia Health Science Center where he participated in numerous industry and cooperative group trials. Dr. Bowden received his M.D. from Hahnemannthe Free University School of Medicine in PhiladelphiaBrussels, Belgium, followed by internal medicine training at Roger Williams Medical Center and the Providence VA Medical Center, Rhode Island. He completed his medical oncologyan HIV/neurology fellowship at BIDMC. She also holds a Ph.D. in Medical Sciences from the National Cancer Institute Medicine Branch. Dr. Bowden is board certifiedUniversity of Antwerp, Belgium, and a Master’s in internal medicine and medical oncology.Medical Sciences from Harvard Medical School.

Steve Hoerter joined AgiosTsveta Milanova has served as our chief commercial officer in February 2016. He has more than 20 yearssince January 2023. Prior to joining Agios, Ms. Milanova served as SVP, Head of global pharmaceuticalUS Commercial of Alexion from December 2020 to September 2022, as

39


SVP, Head of Global Commercial Strategy of Alexion from January 2019 to December 2020 and biotechnology experience, most recently having served,SVP, Head of Global Value, Access & Policy of Alexion from August 2011April 2018 to February 2016, as executive vice president and chief commercial officerDecember 2018. Prior to joining Alexion, Ms. Milanova worked 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 2005Celgene from October 2008 to 2010, Mr. HoerterApril 2018, where she held a variety of positionsroles, most recently as Global Head, Pricing and Market Access Haematology/Oncology. Before Celgene, Ms. Milanova served as Global Health Outcomes Manager at Genentech, including serving on the senior leadership team for Genentech’s BioOncology business as senior director, pipeline development and commercial operations. Prior to that, Mr. Hoerter held commercial roles at Chiron Corporation and Eli Lilly and Company in the United States, Europe and Africa. Mr. Hoerter received his B.A.GlaxoSmithKline R&D, a healthcare company, from Bucknell University, M.B.A. from Tilburg University and M.S. in management from Purdue University.

Glenn Goddard joined Agios in July 2010 as vice president, finance, and was promoted to senior vice president, finance in September 2013. Mr. Goddard brings more than 10 years of experience in emerging private and public platform-based biopharmaceutical companies. Prior to joining Agios, Mr. Goddard worked fromOctober 2004 to 2010 at Archemix Corporation,October 2008. Ms. Milanova holds a biopharmaceutical company, where he most recently served asmaster of science (MSc) degree in international health policy and health economics from the vice presidentLondon School of finance. During his time at Archemix, Mr. Goddard oversaw all aspectsEconomics, a master of financial operations. Prior to Archemix, Mr. Goddard wasscience (MSc) degree in pharmacy from the corporate controllerMedical University of ImmunoGen, Inc., a publicly-traded oncology-focused biopharmaceutical company. During his time at ImmunoGen, Mr. Goddard was responsible for external financial reporting, financial planningSofia, Bulgaria 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 earned a B.S. in Accountancy, and is a certified public accountant in the Commonwealth of Massachusetts.

Harvard’s Advanced Management Program.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our compensation & people 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 & people committee’s policies and decisions with respect to the compensation of our named executive officers.NEOs.

Our named executive officersNEOs for 20152023 were as follows:

 

Dr. Schenkein,

Brian Goff, our president and chief executive officer;

 

Mr. Higgons,

Cecilia Jones, our former chief operatingfinancial officer;

 

Dr. Biller,

James Burns, our chief scientificlegal officer;

 

Dr. Bowden,

Sarah Gheuens, M.D., Ph.D., our chief medical officer;officer, head of research & development; and

 

Mr. Goddard,

Tsveta Milanova, our senior vice president, finance.chief commercial officer.

Executive SummarySay-on-Pay Vote Support and Stockholder Engagement

We made great progress in 2015. We rapidly advanced twoAt our 2023 annual meeting of stockholders, we conducted a non-binding advisory vote on the compensation of our IDH mutant inhibitors, AG-221NEOs, commonly referred to as a “say-on-pay” vote, in accordance with the Dodd-Frank Wall Street Reform and AG-120,Consumer Protection Act of 2010. Over 90% of the votes cast by stockholders on this proposal, excluding broker non-votes, were cast in support of the compensation paid to our named executive officers in 2022. While this vote is a non-binding advisory vote, our compensation & people committee and board of directors take the voting results into late-stage clinical development, launchedaccount in determining the compensation of our firstNEOs. In light of the strong level of support evidenced by last year’s say-on-pay vote, among other factors, our compensation & people committee decided to maintain our general approach to executive compensation and made no significant changes to our executive compensation program in 2023.

Our compensation & people 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 input from our stockholders.

Executive Summary

Agios made significant progress on a number of fronts in 2023, reporting positive data across our pipeline of PK activators and continuing the commercialization of PYRUKYND® (mitapivat) in PK deficiency in the United States. In December 2023, we achieved database lock for ENERGIZE, our phase 3 pivotal trial of PYRUKYND® (mitapivat) in adults with non-transfusion-dependent alpha-or beta-thalassemia, and we announced topline data for the study in collaborationJanuary 2024 which demonstrated that the study met its primary endpoint of hemoglobin response. In the ENERGIZE trial, treatment with Celgene Corporation, IDHENTIFY,PYRUKYND® also demonstrated statistically

41


significant improvements compared to placebo for both key secondary endpoints: change in baseline in FACIT-Fatigue score and hemoglobin concentration. We also reported results from the phase 2 portion of RISE UP, a global registration-enabling clinical trialphase 2/3 study evaluating the efficacy and safety of AG-221PYRUKYND® in sickle cell disease, or SCD, patients 16 years of age or older. The phase 2 portion of the study achieved its primary endpoint of hemoglobin response in patients with relapsed or refractory acute myeloid leukemia, or AML,in both the 50 mg and initiated clinical trials100 mg twice daily mitapivat arms. We also observed improvements in annualized rates of AG-881, a pan-IDH mutant inhibitor,sickle cell pain crises in patients with IDH mutant-positive advanced hematological and solid tumors. Beyond cancer metabolism, we made great strides with our PK activators. We initiated aboth doses in the phase 2 clinical trialportion of AG-348, known as DRIVERISE UP. With respect to AG-946, our novel PK to establishactivator, we announced data from our phase 2a study in adults with lower-risk myelodysplastic syndrome, or LR MDS, which demonstrated clinical proof of concept for AG-946in patientsLR MDS. Under the direction of Tsveta Milanova, who was appointed our chief commercial officer, effective January 3, 2023, we also continued to make progress commercializing PYRUKYND®for the treatment of hemolytic anemia in adults with PK deficiency, and selected AG-519,earning $26.8 million in net U.S. product revenue for the year ended December 31, 2023, compared to $11.7 million for the year ended December 31, 2022.

In addition to these positive readouts, we continued to advance our fifth novel molecule and second PK activator, for clinical development.pipeline across our portfolio. Within three months of reporting results of the phase 2 portion of the RISE UP study, we dosed the first patient in the phase 3 portion of the RISE UP study. We also continuedcompleted enrollment of ACTIVATE-kidsT and met our enrollment target for ACTIVATE-kids, which are double-blind phase 3 studies evaluating the efficacy and safety of PYRUKYND® as a potential treatment for PK deficiency in regularly transfused and not regularly transfused patients between one and 18 years old, respectively, and we completed enrollment in ENERGIZE-T, our phase 3 pivotal trial of PYRUKYND® in adults with transfusion-dependent alpha- or beta-thalassemia. In addition to expandthese clinical milestones, we submitted an investigational new drug application, or IND, for AG-181, our phenylalanine hydroxylase, or PAH, stabilizer, for the treatment of phenylketonuria. Finally, we expanded our pipeline through an exclusive worldwide license agreement with Alnylam Pharmaceuticals, Inc. for the development of a novel siRNA for the potential treatment of polycythemia vera.

During 2023 we further refreshed our board of directors, adding two new non-employee directors, Jeffrey Capello and advanceCatherine Owen, as longer-tenured directors Paul Clancy and John Maraganore departed the board. Kaye Foster also assumed the role of lead independent director.

In addition to the above achievements, we attracted, retained and fostered the development of our research pipelinehuman capital and strengthened our company culture of inclusion while addressing opportunities to increase the diversity of our team. We exercised financial discipline by managing our cash spending in both fieldsline with our board-approved budget, thereby maintaining our balance sheet strength to continue to maintain the financial positioning of cancer metabolismthe company in challenging macroeconomic conditions.

Based upon an evaluation of our performance against each of our goals for 2023 and rare genetic metabolic disorders. Based on our achievements and stock performance in 2015,the weighting assigned to each, the board determined, upon recommendation from the compensation & people committee, determined andthat, with respect to our annual performance-based cash incentive program, we achieved an overall result of 116% for the board approvedyear. For more information with respect to our PSU program, including performance share unit, or PSU, milestones that we met nearly all of our company goals for 2015 (95% of target).

were deemed to be achieved during 2023, see “Executive Compensation Elements –Performance Share Units (PSUs)below.

Executive Compensation Overview

We have a strong executive team and, in order toTo foster the future success of the company, we reward our executives in a manner that reinforces our pay-for-performance philosophy and culture. ConsistentOur compensation & people committee is committed to ensuring that a substantial portion of executive compensation is “at-risk” and variable. As such, 80% of Mr. Goff’s total direct compensation for 2023 and, on average, 73% of total direct compensation for 2023 for our other NEOs (excluding Ms. Milanova, who joined the company during 2023 and whose new hire equity grants in 2023 were not representative of our annual compensation philosophy for executive officers) 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

42


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 NEOs with a balance of short-term and long-term incentives and a mix of cash and non-cash compensation to encourage consistently strong performance.

LOGO

In February 2023, the compensation & people committee approved 2023 base salaries, 2022 performance-based cash incentive awards and annual stock option, restricted stock unit, or RSU, and PSU awards for our pay-for-performanceNEOs, other than Mr. Goff and Ms. Milanova (who began employment in 2023 and was only entitled to receive an annual PSU award). Upon the recommendation of our compensation & people committee, in February 2023, our board of directors approved the 2023 base salary, 2022 performance-based cash incentive award and annual stock option, RSU and PSU awards for Mr. Goff. In November 2022, our compensation & people committee approved the 2023 base salary, target 2023 performance-based cash incentive award, new hire equity awards (consisting of options, RSUs and PSUs) and sign-on bonus for Ms. Milanova, who was appointed our chief commercial officer effective January 3, 2023.

In February 2024, the compensation & people committee approved 2024 base salaries, 2023 performance-based cash incentive awards and annual stock option, RSU and PSU awards for our NEOs, other than for Mr. Goff. Upon the recommendation of our compensation & people committee, in February 2024, our board of directors approved the 2024 base salary, 2023 performance-based cash incentive award and annual stock option, RSU and PSU awards for Mr. Goff. See the section entitled “—2024 Executive Compensation Decisionsfor more information regarding the 2024 compensation of our NEOs.

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We have developed and periodically reassess our executive compensation program to align with current governance and best practices while ensuring our ability to achieve our stated objectives and philosophy and support our achievement of our company-wide performance goals, the majority of total compensation (base salary, annual performance-based cash incentives and equity incentive awards) our named executive officers received was performance-based in 2015, as shown in the charts below.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

×   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

×   Provide tax gross ups

✓  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

✓  Annually assess risk of compensation policies, practices and programs

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.

We have also adopted new governance practices for 2016, which we believe will further align executive and stockholder interests. We will require 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.

Compensation Objectives and Philosophy

Our mission is to apply our scientific leadership in the field of cellular metabolism to transform the lives ofdevelop and deliver transformative therapies for patients living with cancer and rare genetic metabolic disorders.diseases. Our compensation & people committee believes that the most effective compensation program is one that rewards sustainable value creation for stockholders, andthrough the delivery of 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 & people 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 & people committee targets base salaries at the 50th

44


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 cash compensation that targets the 50th percentile of our named executive officers’peer group. The compensation & people committee utilizes a variety of factors to the achievement ofassess performance against company objectives including, among other things, achieving scientific, business, organizational and operational goals such as progress inregulatory submissions and approvals; progressing 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;company; maintaining key strategic relationships; additionadding to and development ofdeveloping internal competencies, including retention of high-performing employees; and achievement ofachieving desired revenue and other 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 incentive compensation through the grants of stock options and RSUs that vest over time, which weand PSUs that vest upon the achievement of specified corporate milestones. We believe helps to retain our executiveslong-term incentive awards facilitate retention and aligns theiralign the 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 inand the intended appreciation of our stock price. Our compensation & people 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 & people committee does not overemphasize any one perspective. Rather, the compensation & people 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 targetingdesigning our overall compensation program 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 evaluating and determining named executive officerNEO performance and compensation, our compensation & people committee receives recommendations from our chief executive officer (except with respect to his 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 & people committee. The evaluation of each of our named executivesexecutive officers 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 & people committee has the sole authority to retain, at our expense, one or more third-party compensation consultants to assist the compensation & people committee in performing its responsibilities. The compensation & people committee may terminate the services of the consultant if the compensation & people committee deems it appropriate. In 2015,2023, the compensation & people committee utilized the services of Radford, an AON Hewitt company,the Human Capital Solutions practice at Aon plc (formerly Radford), or Aon, to assist it in fulfilling its responsibilities. RadfordAon was retained exclusively by the compensation & people 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 & people committee. RadfordAon provides analysis and recommendations regarding:

 

trends and emerging topics with respect to executive compensation;

 

peer group selection for executive and board of directors’ compensation benchmarking;

 

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

 

compensation philosophy and programs for executives and broad-based employees;

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

 

stock utilization and other metrics; and

 

board of directorsdirectors’ compensation.

In addition, we subscribe to Radford’sAon’s various global annual and specialized life sciences and general industry surveys on an ongoing basis. RadfordAon advised the compensation & people committee on all of the principal aspects of executive compensation including executive new hire compensation arrangements. Radfordfor 2023. Aon consultants attend meetings of the compensation & people committee, including executive sessions in which executive compensation issues are discussed, when requested to do so. RadfordAon reports to the compensation & people committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. The compensation & people committee annually evaluates its engagement of compensation consultants, and selected RadfordAon to advise with respect to compensation matters based on Radford’sAon’s industry experience and reputation, which our compensation & people committee concluded give Radfordgave Aon useful context and knowledge to advise it. The compensation & people committee has assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Aon from independently advising the compensation & people 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,Our compensation & people committee may also review or determine 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 (payablethroughout the course of the year, including in 2015) and stock option awards for each named executive officer to the boardconnection with new hires, promotions or other special circumstances as our compensation & people committee determines appropriate.

Use of directors for approval, which recommendations were approved by the board in February 2015. In February 2016, the compensation committee approved 2016 salaries, 2015 annual cash incentives and annual stock option awards for our named executive officers, except for the chief executive officer. With respect to our chief executive officer, the compensation committee reviewed his performance and presented to the board its recommendations for his 2016 salary and 2015 annual cash incentives and annual stock option awards for approval; these recommendations were then approved by the board.

Defining and Comparing Compensation BenchmarksComparator Peer Group

The compensation & people committee benchmarks our executive compensation against a peer group of companies to determine competitiveness and market trends. The compensation & people committee reviews the companies in our peer group annually, reviews Radford’sAon’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 thecomparable companies based on industry, market incapitalization and headcount, as well as companies with which we compete for talented executives. The compensation & people committee also annually reviews the executive pay practices of other similarly-situatedsimilarly situated companies as reported by RadfordAon through industry surveys and proxy analysis. These surveys areanalyses specific to the biopharmaceutical and biotechnology sector. We request customized reports of these surveys so that thesectors. The compensation data reflect the practices of companies that are similar to us. The compensation& people committee considers this information when making determinations for each element of compensation.

In developing the peer group of companies to inform 20152023 compensation decisions, our compensation & people committee, with the assistance of Radford,Aon, 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 approximately 150 to 1,500 employees, a market capitalization numberbetween $400 million and $4 billion, a late-stage clinical or early commercial-stage portfolio with a focus on rare diseases, and annual revenue of employees, maturity of product development pipeline and area of therapeutic focus are similar to ours;less than $500 million;

 

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

 

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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 20152023 was comprised of the following companies:

 

ACADIA Pharmaceuticals Inc.  Epizyme, Inc.Blueprint Medicines Corporation  PTCNektar Therapeutics Inc.
AcceleronAlbireo Pharma, Inc.  MerrimackFibroGen, IncSage Therapeutics, Inc.
Amicus Therapeutics, Inc.Global Blood Therapeutics, Inc.Travere Therapeutics, Inc.
Apellis Pharmaceuticals, Inc.  Receptos,Insmed IncorporatedUltragenyx Pharmaceutical Inc.
AlnylamBiocryst Pharmaceuticals, Inc.  Neurocrine Biosciences, Inc.Sangamo Biosciences, Inc.
bluebird bio, Inc.Novavax, Inc.Synageva BioPharma Corp.
Celldex Therapeutics, Inc.Ophthotech Corporation
Clovis Oncology, Inc.PortolaMirum Pharmaceuticals, 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 & people 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 & people committee vary from its historic compensation practices or deviate from its general compensation philosophy under certain circumstances.

For the purposes of informing 20162024 compensation decisions, the compensation & people committee, with the advice of Radford,Aon, 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 20162024 peer group:

 

ACADIA Pharmaceuticals Inc.  Incyte Corporation*Crinetics Pharmaceuticals, Inc.*  Portola Pharmaceuticals,Sage Therapeutics, Inc.
Amicus Therapeutics, Inc.Insmed IncorporatedSpringWorks Therapeutics, Inc.*
Alnylam
Apellis Pharmaceuticals, Inc.  InterceptMirati Therapeutics, Inc.*Travere Therapeutics, Inc.
Biocryst Pharmaceuticals, Inc.Mirum Pharmaceuticals, Inc.Ultragenyx Pharmaceutical Inc.
Blueprint Medicines CorporationRhythm Pharmaceuticals, Inc.*  PTC Therapeutics, Inc.
bluebird bio, Inc.Ionis Pharmaceuticals Inc.*Puma Biotechnology Inc.*
Celldex Therapeutics, Inc.Juno Therapeutics , Inc.*Receptos, Inc.
Clovis Oncology, Inc.Neurocrine Biosciences, Inc.Seattle Genetics, Inc.*
Dyax Corp.*Novavax, Inc.
*addition to 20162024 peer group    

The 2016Our compensation & people committee made adjustments to our 2024 peer group representsto ensure it represented a group of biopharmaceutical companies more similarthat aligns to us in key measures thanbased on our disease area focus, the list we used in 2015, in lightcurrent state of our substantial growthcommercialization efforts, and clinical program advancement,our development pipeline, focusing on companies with approximately 100125 to 7001,200 employees, and a market capitalization between $1.5$500 million and $4.5 billion, and $14 billion,a late-stage clinical or 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.rare diseases, and annual revenue of less than $500 million. Specifically, AcceleronFibroGen, Inc. and Nektar Therapeutics were each removed from the 2024 peer group because each company’s market capitalization moved outside of our targeted range, and Albireo Pharma, Inc., Epizyme, and Global Blood Therapeutics, Inc., Merrimack were each removed from the 2024 peer group due to each company having been acquired. Crinetics Pharmaceuticals, Inc., Ophthotech Corporation, Sangamo Biosciences,Mirati Therapeutics, Inc. and Synageva BioPharma Corp. were removed from the 2015 list, either because their headcount was below the 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, InterceptRhythm Pharmaceuticals, Inc., Ionis Pharmaceuticals, Inc. (formerly Isis Pharmaceuticals, Inc.), Junoand SpringWorks Therapeutics, Inc., Puma Biotechnology, Inc. and Seattle Genetics, Inc. were added to the list.2024 peer group.

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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 & people 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 & people committee exercises its judgment to determine what it believes to be the appropriate level and

mix of the various compensation components. WeThe compensation & people committee generally strivestrives 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 paidshort-term 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 andbasis. We also provide cash compensation in the form of performance-based cash incentive compensation designed to incentincentivize and reward performance based on specific annual company goals. To further focus our executivesNEOs on longer-term performance, we rely upon equity-based incentive awards that vest over a meaningful period of time or upon the achievement of meaningful 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 executivesNEOs severance benefits to align with market practice and 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 or promoted, 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 & people committee reviews and evaluates, with input from our chief executive officer (other than with respect to himself), 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

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the salary range presented by that data. In making decisions regarding salary increases, wethe compensation & people committee 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.

BasedIn February 2023, based on a review of market data provided by Radford,Aon, the current compensation levels of our named executive officersNEOs and company performance and individual contributions, in December 2014, our compensation & people committee recommended to theor board of directors, for approval, and the boardas applicable, approved 2023 salary increases for each ofMr. Goff, Ms. Jones, Mr. Burns, and Dr. Gheuens. Ms. Milanova was appointed our named executive officers for 2015. chief commercial officer effective January 3, 2023, and her 2023 base salary was approved by the compensation & people committee in November 2022.

The 20152022 and 2023 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       $318,300        3.0
   2022
Base Salary ($)
   2023
Base Salary ($)
   % Change 

Brian Goff

   775,000    798,250    3%(1) 

Cecilia Jones

   475,000    484,500    2%(1) 

James Burns

   460,000    497,007    8%(2) 

Sarah Gheuens, M.D., Ph.D.

   550,000    566,500    3%(1) 

Tsveta Milanova

       510,000     

 

(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

Increase reflects merit- and received a pro-rated merit increase in his 2015 base salary.market-based adjustments.

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 & people committee, and the amount of the target pay opportunity of the annual cash incentive for all other named executive officersNEOs is determined by our compensation committee.& people committee with input from our chief executive officer. In making such determinations and recommendations, the compensation & people 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 & people 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 performance-based cash incentive payouts for our executivesprogram funding 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 performance-based cash incentive program, individual 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 & people committee and approvedupon approval by our board of directors based on ourthe company’s performance as measured against the company’s predetermined annual goals.goals and then allocated among all eligible program participants. Below is the list of the company’s 20152023 goals and relative weighting assigned to each goal, as considered by our executive leadership teamcompensation & people committee and compensation committeeboard of directors in their respective assessment of company performance against such 2015 goals:in 2023.

 

1)

Build momentum for launch of PYRUKYND® as the first available treatment for PK deficiency and to set foundation for future of hemolytic anemia franchise by building experience: relative weighting 20%

Achieve target revenue for PYRUKYND® in adult PK deficiency by the end of the fourth quarter;

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Advance AG-221 into a registration-enabling

Enroll target number of patients in the ACTIVATE-kids phase 3 study in relapsed/refractory AML;and ACTIVATE-kidsT phase 3 study by the end of the fourth quarter; and

 

Advance AG-120 into expansion cohorts

Complete analysis of global opportunity in relapsed/refractory AML to facilitate an early 2016 registration-enabling study;thalassemia by the end of the third quarter.

2)

Advance PYRUKYND®, including progressing pivotal programs in thalassemia and SCD: relative weighting 40%

Achieve last-patient-in for the ENERGIZE phase 3 study by the end of the second quarter;

Achieve last-patient-in for the ENERGIZE-T phase 3 study by the end of the second quarter; and

Achieve primary endpoint for the phase 2 portion of the RISE UP study by the end of the third quarter.

3)

Diversify pipeline to enhance leadership position beyond PYRUKYND®: relative weighting 20%

Achieve last-patient-in for the phase 2 study of AG-946 in LR MDS by the end of the third quarter; and

Enable pipeline progression beyond PK activation by the end of the fourth quarter by filing an IND for our PAH stabilizer by year-end and in-licensing a new development program.

4)

Maintain financial strength and develop our strategy, organization and culture to ensure execution of company’s long-term vision: relative weighting 20%

Spend within forecast;

 

Advance AG-221

Provide a differentiated, high quality employee experience that engages talent and AG-120 into combination trials for AML;ensures retention of key capabilities; and

 

Advance AG-348 into a phase 2 trial

Drive culture of inclusion and belonging and increase representational diversity across employee population.

Certain of these corporate goals include highly sensitive and competitive data, including preclinical, clinical, regulatory, strategic and financial targets. We do not disclose the specific portions of these goals because we believe that such disclosure would result in PK deficiency patients;

Advancecompetitive harm to us. We purposely set these goals at challenging levels. Revealing certain elements of these goals could potentially reveal insights about our research pipeline in both cancer metabolismpreclinical, clinical, regulatory, financial and rare genetic metabolic disorders with at least one new investigational new drug application;

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

Build a scalable foundation, expandingstrategic plans or objectives that our company’s capabilities and configuration while maintainingcompetitors or potential collaborators could use against us.

In January 2024, our corporate culture.

In December 2015, ourchief executive leadership teamofficer recommended to our compensation & people committee that our company’s performance against 20152023 goals be assessed at a modifier of 95% based on the following significantcompany’s achievements in 2015:

Initiated IDHENTIFY, a phase 3, multicenter, international, open-label trial of AG-221 designed to compareagainst these goals during the efficacyyear, which achievements are 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 20152023 goals, as balanced by the 41% decline in our stock price during fiscal year 2015, theoverall company performance multiplierscore for 20152023 was set at 95%determined to be 116% by our board of directors upon the recommendation of the compensation & people committee. Below is our relative weighted performance against our 2023 goals, as determined by our board of directors.

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2023 Corporate Goals

  Weighting  Potential
Achievement
(as % of target)
  Assessment
of Achievement
  Weighted
Performance
 

Build momentum for launch of PYRUKYND® as the first available treatment for PK deficiency and set foundation for future of hemolytic anemia franchise by building experience

   20  0-110  95  19

Advance PYRUKYND®, including progressing pivotal programs in thalassemia and SCD

   40  0-137  130  52

Diversify pipeline to enhance leadership position beyond PYRUKYND®

   20  0-135  125  25

Maintain financial strength and develop our strategy, organization and culture to ensure execution of the company’s long-term vision

   20  0-100  100  20
  

 

 

    

 

 

 

Total

   100    116

Our compensation & people 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 & people committee assessed the performance of Mr. Goff in 2023 based on our relative achievement of our corporate goals as well as his individual performance and leadership in driving the execution of our strategic plans.

In assessing the individual performance of our NEOs other than our chief executive officer, our compensation & people committee, with the input of our chief executive officer, considered each such officer’s individual contributions to the completion of our 2023 goals, and the officer’s individual achievements in helping to build the company and execute on our strategy. These achievements include the following:

In 2023, Ms. Jones led our finance and investor relations functions and made a number of notable achievements including management of strong financial results for 2023 through a disciplined approach to cash spending, finalizing 2024 budget plans, and advising on a number of strategic initiatives including structuring of a new in licensing deal with Alnylam to support pipeline development.

In 2023, Dr. Gheuens led the consolidated functions spanning our research, clinical and regulatory teams responsible for the significant progress made across our pipeline through the development and execution against key milestones in our pivotal programs in pediatric PK deficiency, thalassemia and SCD and enhancing potential pipeline growth through accelerated developments in AG-946 and the submission of a new IND.

In 2023, Mr. Burns led our legal, compliance and intellectual property functions; providing general legal support, supporting pipeline development through an in-licensing deal and coordinating compliance efforts around commercializing PYRUKYND®for the treatment of hemolytic anemia in adults with PK deficiency.

In 2023, Ms. Milanova led our commercial function by helping to build a team to support a strategy for potential global commercialization and also continuing the progress in commercializing PYRUKYND®for the treatment of hemolytic anemia in adults with PK

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deficiency, which earned $26.8 million in net U.S. product revenue for the year ended December 31, 2023, demonstrating substantial growth from the prior year.

Based on company and individual performance, our board of directors approved, upon the recommendation of the compensation & people committee, the 20152023 cash incentive payment for the chief executive officer,Mr. Goff, and the compensation & people committee approved the 20152023 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 %
of Base
Salary
  Target
Cash
Incentive
Payment
($)
   2023 Actual
Cash
Incentive
Payment ($)
   2023 Actual Cash
Incentive
Payment (% of
Target Award)
 

Brian Goff

   70  558,775    648,179    116

Cecilia Jones

   45  218,025    252,910    116

James Burns

   45  223,653    259,438    116

Sarah Gheuens, M.D., Ph.D.

   45  254,925    295,714    116

Tsveta Milanova

   45  229,500    266,220    116

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

Dr. Schenkein’s annualThe 2023 cash incentive target award percentage was increased from 55%payments for all employees, including the NEOs, were earned in 2015 to 60%2023 and paid in 2016, effective for his 2015 annual cash incentive award payable in 2016, reflecting a market adjustment; all other named executive officers’2024.

As discussed below under “—2024 Executive Compensation Decisions”, the annual cash incentive target award percentages remainedfor 2024 performance for our NEOs remain unchanged from 2023.

Performance-Based Cash Bonus Plan

On December 12, 2022, our compensation & people committee adopted a performance-based cash bonus plan, pursuant to which Mr. Burns, Dr. Gheuens and other members of senior management were eligible to receive a performance-based cash bonus if we achieved database lock for our ENERGIZE clinical trial by the end of April 2024. Specifically, upon achievement of this performance condition, Mr. Burns and Dr. Gheuens were entitled to receive an amount equal to 1 times (in the case of Mr. Burns) and 1.25 times (in the case of Dr. Gheuens) their target 2022 annual cash incentive payment (the “baseline bonus amount”), equal to $207,000 and $309,375, respectively. If the performance condition was achieved prior year.to April 2024, Mr. Burns and Dr. Gheuens were entitled to receive a payment in the amount of 1.2 times the baseline bonus amount, equal to $248,400 and $371,250, respectively.

In December of 2023, our chief executive officer, pursuant to authority delegated to him by our compensation & people committee, determined that database lock for the ENERGIZE clinical trial was achieved, resulting in Mr. Burns and Dr. Gheuens earning a payment in the amount of 1.2 times the baseline bonus amount, equal to a total of $248,400 and $371,250, respectively. The payments under the performance-based cash bonus plan were made to Mr. Burns and Dr. Gheuens in January 2024. Our other NEOs were not entitled to any payments under the performance-based cash bonus plan.

Equity Incentive Awards

Our equity award program is the primary long-term incentive compensation 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

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milestones. Accordingly, we believe stock optionsoption, RSU and PSU awards provide meaningful incentives to our executives to achieve increases inincrease the value of our stock over time. In addition, the vesting featurefeatures 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, generallyemployment. We have historically granted stock options, RSUs and, beginning in 2022, PSUs on an annual basis thereafter. None ofIn addition, from time to time we have granted 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 to motivate 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 1/48ththe remaining shares in equal monthly increments over the 36 months thereafter. The RSUs we grant to our NEOs typically vest in equal annual installments on each anniversary of the shares underlyingdate of grant, until the option monthly thereafter.third anniversary of such date. The optionsPSUs that we grant to our named executive officersNEOs generally 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 death or disability.specified company performance 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 service and exercise rights for stock options cease shortly after termination of service except in the case of death or disability. Vesting of both RSU and PSU awards ceases upon termination of service.

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 & people committee and board of directors, as applicable, determined that the mix for the 2023 annual equity grants to our NEOs be split approximately as follows: 50% in stock options, 25% in RSUs and 25% in PSUs, based on grant date value, for Mr. Goff, Ms. Jones, Mr. Burns and Dr. Gheuens. This equity mix excludes a retention grant made to Dr. Gheuens’ in June 2023 (which is described below under “Supplemental Equity Grants”). In accordance with Ms. Jones’ employment agreement, the amounts of her annual stock option and RSU grants were pro-rated to equal 50% of the annual equity grants she would have received had she been employed with us for all of 2022. In addition, the compensation & people committee determined to grant her PSUs at 100% in order to further align her performance-based compensation with that of our other executive officers. Ms. Milanova commenced employment with the company in 2023, and as a result did not receive annual stock option or RSU grants in 2023, but did receive an annual PSU award in 2023 in accordance with the terms of her employment agreement. For information regarding the equity grants received by Ms. Milanova upon her commencement of employment, see “New Hire Equity Grants” below.

The compensation & people committee and board of directors determined that the equity mixes for annual grants and new hire awards were appropriate to ensure that compensation remains tied to stock performance and achievement of meaningful corporate milestones (through stock options and PSUs) and promotes retention (via RSUs that vest over time to deliver equivalent value to stock options while using fewer authorized shares). As noted below under “2024 Executive Compensation Decisions”, our compensation & people committee determined that annual equity awards for our NEOs continue to be split approximately 50% in

53


stock options, 25% in RSUs and 25% in PSUs, based on grant date value, for 2024, in order to closely align executive compensation with the achievement of meaningful corporate milestones.

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, RSU and PSU grants to our named executive officers,NEOs, our compensation & people committee, with the assistance from Radford,Aon, 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. Annual equity awards are typically granted to our NEOs effective March 1 of the applicable year.

OurIn February 2023, our compensation & people committee made(or our board of directors, upon recommendation of our compensation & people committee, with respect to our chief executive officer) approved annual equity incentive awards in the form of stock options, RSUs and PSUs, as applicable, to our named executive officersNEOs, effective March 1, 2023, in the amounts set forth opposite their respective names in the table below during 2015, which corresponded to generally the 75th percentile of our peer group with respect to equity incentive compensation.below. 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 & people 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

   2023 Annual Stock
Option Awards (1)
   2023 Annual RSU
Awards (2)
   2023 Annual PSU
Awards (3)
 

Brian Goff

   94,500    25,500    25,500 

Cecilia Jones(4)

   22,000    6,000    12,000 

James Burns

   44,000    12,000    12,000 

Sarah Gheuens, M.D., Ph.D.

   44,000    12,000    12,000 

Tsveta Milanova(5)

           12,000 

(1)

The options have an exercise price of $25.01 per share, 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)

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)

The PSUs vest as to one-half of the underlying shares of common stock upon the achievement of each of two specified regulatory milestones, subject to continued service.

(4)

Ms. Jones’ stock option and RSU grants were pro-rated to equal 50% of the annual equity grants she would have received had she been employed with us for all of 2022, in accordance with her employment agreement. The compensation & people committee also determined to grant her PSUs at 100% in order to further align her performance-based compensation with that of our other executive officers.

(5)

Ms. Milanova did not receive annual stock option or RSU awards in 2023, but did receive an annual PSU award in accordance with her employment agreement.

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New Hire Equity Grants

In connection with the start of Ms. Milanova’s employment on January 3, 2023, the compensation & people committee reducedgranted her equity awards in the numberform of shares underlying annual equity incentivestock options, RSUs and PSUs, as reflected in the table below. These awards were granted outside our 2013 Stock Incentive Plan, as inducements material to our named executive officers by an averageMs. Milanova’s entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4), and were designed to be competitive with market practice.

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

Tsveta Milanova

   135,682    25,426    10,897 

(1)

The options granted to Ms. Milanova have an exercise price of $27.53 per share, 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)

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)

The PSUs vest as to the underlying shares of common stock upon the achievement of specified research, clinical and regulatory milestones, subject to continued service.

Supplemental Equity Grants

In June 2023, the compensation & people committee granted Dr. Gheuens RSUs set forth in the table below, effective July 1, 2023, in order to further align her interests with the achievement of 16% comparedcritical near- and mid-term corporate milestones.

RSU
Awards (1)

Sarah Gheuens, M.D., Ph.D.

25,124

(1)

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.

Performance Share Units (PSUs)

In addition to 2014 (without giving effect to a 2014 grant to Dr. Bowden, who did not receive an annual stock option awardand RSU grants, we grant PSUs to our executives, including our NEOs, in 2014 because he joinedorder to further align executive incentives with critical value drivers for the companybusiness. We have multiple PSU programs for our executives under which PSUs will vest only after the achievement of specified performance milestones, as described below. Beginning in May 2014, or a 2014 grant2022, our compensation & people committee formally introduced PSUs as part of restricted stock unitsthe annual equity grants to our executives, including our NEOs.

2021 PSU Program

The PSUs that we granted to our then-current NEOs in February 2021 and in connection with the appointment of Dr. Gheuens to chief medical officer, vest as to one-half of the underlying shares upon our

55


compensation & people committee’s determination of the achievement of each of the following milestones, the performance period for which expires on December 31, 2024:

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

Meeting the primary endpoint in a pivotal trial of mitapivat in thalassemia (milestone determined to be achieved by the compensation & people committee in January 2024).

2022 PSU Program

The PSUs that we granted to our then-current NEOs in 2022 (including to Ms. Jones upon commencement of her employment in 2022 and Ms. Milanova upon commencement of her employment in January 2023, and other than Mr. Goff), vest as to one-half of the underlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones, the performance period for which expires as set forth below:

Receipt of written notice by the FDA of its acceptance of a company-sponsored IND for a development candidate in a non-PKR activator program prior to December 31, 2023 (in December 2023, following submission of the IND for AG-181, the compensation & people committee extended the performance period until January 31, 2024 to allow 30 days for FDA review; milestone determined to be achieved by the compensation & people committee in January 2024); and

Meet primary endpoint of the mitapivat phase 2 SCD study (RISE UP) by December 31, 2025 (milestone determined to be achieved by the compensation & people committee in June 2023).

The PSUs that we granted to Mr. Goddard madeGoff in September 2014). A 15% average reduction was appliedAugust 2022 in connection with his appointment as our chief executive officer vest as 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 board& people committee’s determination of directors,the achievement of each of the following milestones, the performance period and relative weight for each milestone as applicable, soughtset forth below:

Clearance or approval by the FDA of the first IND submitted by the company for a development candidate in a non-PKR activator program by December 31, 2023 (10% of underlying shares; in December 2023, the compensation & people committee extended the performance period until January 31, 2024 to allow 30 days for FDA review; milestone determined to be achieved by the compensation & people committee in January 2024);

Confirmation that one of two pivotal trials of mitapivat in thalassemia has met its primary endpoint by December 31, 2024 (15% of underlying shares; milestone determined to be achieved by the compensation & people committee in January 2024);

Confirmation that the second of two pivotal trials of mitapivat in thalassemia has met its primary endpoint by December 31, 2024 (15% of underlying shares; milestone not yet achieved);

Clearance or approval by the FDA of a second IND submitted by the company for a development candidate in a non-PKR activator program or company in-licensing of an FDA cleared or approved IND for a non-PKR activator program by December 31, 2025 (15% of underlying shares; milestone not yet achieved);

56


Meet primary endpoint of the mitapivat phase 2 SCD study (RISE UP) by December 31, 2025 (15% of underlying shares; milestone determined to be achieved by the compensation & people committee in June 2023);

Receipt by the company of written notice from the FDA of its approval of mitapivat for use in thalassemia by December 31, 2026 (15% of underlying shares; milestone not yet achieved); and

Confirmation of positive results in a phase 3 clinical trial of mitapivat sufficient to support an NDA filing in SCD in the United States by December 31, 2026 (15% of underlying shares; milestone not yet achieved).

2023 PSU Program

The PSUs that we granted to reflectour NEOs in March 2023 vest as to one-half of the appreciationunderlying shares upon our compensation & people committee’s determination of the achievement of each of the following milestones (which are also included in the milestones for Mr. Goff’s 2022 PSU awards, described above), with the performance period as set forth below:

Clearance or approval by the FDA of a second IND submitted by the company for a development candidate in a non-PKR activator program or company in-licensing of an FDA cleared or approved IND for a non-PKR activator program by December 31, 2025 (milestone not yet achieved); and

Receipt by the company of written notice from the FDA of its approval of mitapivat for use in thalassemia by December 31, 2026 (milestone not yet achieved).

2024 PSU Program

The PSUs that we granted to our stock price fromNEOs in March 2024 vest as to the underlying shares upon our initial public offering in 2013 to January 2015, while also reducingcompensation & people committee’s determination of the potential dilutive impactachievement of new equity awards to accommodateeach of the company’s broader organizational growth without adversely affectingfollowing milestones, the competitivenessperformance period and relative weight for each milestone as set forth below:

Confirmation of positive results in a phase 3 clinical trial of mitapivat sufficient to support an NDA filing in SCD in the United States by December 31, 2026 (25% of underlying shares for Mr. Goff, 50% of underlying shares for our other NEOs; milestone not yet achieved); and

Achieve 110% of thalassemia revenue target for the first 12 months following FDA approval of mitapivat for treatment of thalassemia by December 31, 2027 (75% of underlying shares for Mr. Goff, 50% of underlying shares for our other NEOs; milestone not yet achieved).

We believe that PSUs further increase the performance orientation of our executive compensation program or underminingthereby leading to the long-term incentives provided bycompensation & people committee’s decision to formally include PSUs as part of the company’sannual equity award mix for our executives. The PSU milestones are intended to ensure a diverse representation of objectives targeted at critical value creating objectives for the company.

2024 Executive Compensation Decisions

In February 2024, our compensation program. The reduction also took into account& people committee (or our board of directors, upon recommendation of the increase in the company’s stock price in February 2015 compared to March 2014. While the company reduced the number ofcompensation & people committee, for our chief executive officer) approved 2024 base

57


salaries, target annual performance-based cash incentive percentages and annual stock option, grants 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 increase in the value of annual stock optionRSU and PSU awards (and the corresponding increase in the value of total compensation for our named executive officers in 2015) is attributable largely toNEOs. The table below sets forth the significantly higher market value of2024 compensation levels for 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.NEOs.

 

   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)            
  2024
Target Bonus
Award (%)
  Change in
Target Bonus
Award from
2023
  2024 Base
Salary
($)
  % Base
Salary
Increase
over 2023
  2024 Equity
Incentive
Awards
(Options)(1)
  2024 Equity
Incentive
Awards
(RSUs)(2)
  2024 Equity
Incentive
Awards
(PSUs)(3)
 

Brian Goff

  70    $822,198   3.0%(4)   195,500   54,000   54,000 

Cecilia Jones

  45    $503,880   4.0%(5)   60,000   17,000   17,000 

James Burns

  45    $511,917   3.0%(4)   60,000   17,000   17,000 

Sarah Gheuens,
M.D., Ph.D.

  45    $583,495   3.0%(4)   60,000   17,000   17,000 

Tsveta Milanova

  45    $525,300   3.0%(4)   60,000   17,000   17,000 

 

(1)On February 2, 2015,

Effective March 1, 2024, our compensation & people committee, or board of directors, as applicable, approved the grant of these stock option awards for our NEOs, at an exercise price of $107.89.$32.27 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

Effective March 1, 2024, our chief operating officer, effective as of January 15, 2016.

(3)On February 2, 2015, our compensation & people committee, or board of directors, as applicable, approved the grant of these stock option awardsRSUs to Dr. Bowden, the amount of which was pro-rated based on his start date, at an exercise price of $107.89.our NEOs. The optionsRSUs are subject to 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,

Effective March 1, 2024, 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, our compensation& people committee, or board of directors, as applicable, approved the grant of these stock option awards at an exercise price of $39.76.PSUs to our NEOs. The options are time-based options of which 25%PSUs vest as to (i) with respect to Mr. Goff, one-fourth of the underlying shares underlyingof common stock upon the award will vest on the first anniversaryachievement of a specified regulatory milestone and three-fourths of the grant dateunderlying shares of common stock upon the achievement of a specified commercial milestone; and (ii) with respect to our other NEOs, one-half of the remainingunderlying shares will vest monthly thereafterof common stock upon the achievement of each of one specified regulatory and one specified commercial milestone, in equal increments over 36 months.each case subject to continued service.

 

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

Increase reflects merit-based adjustment.

(5)

Increase reflects merit- and market-based adjustments.

Salary increases for 2016 were made2024 became effective as of January 1, 2016. Our named executive officers’2024. The annual cash incentive target award percentages remainpercentage for our NEOs remained unchanged from 2015. The2023. Annual performance-based cash incentive program payouts for 20162024 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,In February 2024, our compensation & people 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 todetermined that annual equity awards to all other employeesfor our NEOs be split approximately 50% in stock options, 25% in RSUs and our board of directors. These decisions were25% in PSUs, based on thegrant date value, for 2024, in order to closely align executive compensation philosophy principles described earlier in this discussion, including our compensation committee’s assessment ofwith the achievement of company performance goals and the company’s stock performance during 2015.

meaningful corporate milestones.

Severance and Change in Control Benefits

In April 2016, our compensation & people committee adopted athe Severance Benefits Plan, or the Severance Plan, which applies to our named executive officersNEOs and certain other employees, and which became effective as of April 22, 2016.2016

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and was subsequently amended on October 6, 2022. 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 in control (“Non-Changeof control,Control Termination”), or (ii) within 18 months following a change in control (“Change of control. Control Termination”).

The severance benefits set forthSeverance Plan was amended by our board of directors on October 6, 2022, in order to further clarify certain provisions and align the Severance Plan with certain elements of the employment agreements of Mr. Goff and Ms. Jones. The revisions to the Severance Plan, among other things: expand the definition of C-Level Employee (as defined in the Severance Plan supersedePlan) to include any employee with a job title above senior vice president; provided that any equity award to be granted after October 6, 2022 in connection with a Covered Employee’s (as defined in the severance benefits and certain equity acceleration benefits set forthamended Severance Plan) commencement of employment that vests solely based on the continued performance of services (“New-Hire Equity Awards”) held by Covered Employees will, (A) in employment offer letters with our named executive officers. Specifically,the event of (i) a Non-Change of Control Termination or (ii) a termination on account of death or disability prior to a Change of Control (as defined in the Severance Plan eliminates single-trigger vesting on all equity grants madePlan), become vested with respect to our named executive officers after April 22, 2016,the portion of the New-Hire Equity Award that would have vested during the one-year period following such termination of service, and provides(B) in the case of New-Hire Equity Awards that all unvested equity awards shall vest in full ifare stock options, be exercisable for a named executive officer’s employment is terminated by an acquirer or us without cause or by such named executive officer for good reason, each within 18period of 12 months following a changethe termination of control. For equity awardsservice; clarify 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 terminationChange 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 releaseControl Termination, (i) any equity award that vests solely based on the continued performance of claims against us, (i) Dr. Schenkein shall be entitled to receive accelerated vesting of 100% ofservices will vest upon such equity awards,termination 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, withthat vests based on the remaining 25%achievement of such awards continuing to vestperformance metric(s) shall be treated in accordance with the vesting schedule for such awards. Ifterms of the equity award agreement or the plan under which the award was granted; and increase the length of the period in which any amendment or termination of the Severance Plan made after a named executive officer, other than Mr. Goddard, is terminated without cause or leaves for good reason upon or withinChange of Control shall not become effective to a period of 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 thoseChange of Drs. Biller and Bowden.Control.

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 Upon Termination 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, as amended, 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$22,500 in 2015,2023, and have the amount of the reduction contributed to the 401(k) plan. Participants who will turnturned age 50 in 2015 are2023 were also eligible to make “catch-up”“catch-up” contributions, which in 20152023 may be up to an additional $6,000$7,500 above the statutory limit. We currently matchIn 2023, we matched 100% of employee 401(k) contributions at a rate of $0.50 for each dollar contribution, up to 6%the first 4% of eligible contributions. Matching contributions are 100% vested immediately.

Perquisites

59


Clawback Policy

Effective October 2, 2023, we adopted a compensation recovery policy, or a “clawback policy”, in accordance with Rule 10D-1 under the Exchange Act, or Rule 10D-1, and Nasdaq Listing Rule 5608. The policy is administered by the compensation & people committee. The policy provides that, in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, we will attempt to recover, reasonably promptly from each covered executive, any erroneously awarded incentive-based compensation received by our covered executives during the recovery period under the policy. For purposes of this policy, covered executives means any executive officer (as defined in Rule 16a-1(f) under the Exchange Act) who served at any time during the performance period for the applicable incentive-based compensation. Incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of (i) any measures that are determined and presented in accordance with the accounting principles used in preparing our financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) total stockholder return. Erroneously awarded incentive-based compensation means the amount of incentive-based compensation that was received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid by the covered executives (or by us on their behalf). If the incentive-based compensation is based on our stock price or total stockholder return and the amount of the erroneously awarded incentive-based compensation is not subject to recalculation directly from the information in an accounting restatement, the amount to be recovered shall be based on a reasonable estimate by the compensation & people committee 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 does not apply to incentive-based compensation received prior to October 2, 2023 or to incentive-based compensation that was received by a covered executive before beginning service as an executive officer.

If we are required to prepare an accounting restatement and the policy is not applicable to the compensation, the clawback policy previously adopted by our board of directors effective April 22, 2016 will apply in accordance with its terms.

Perquisites

Consistent with our pay-for-performance philosophy, we have provided only limited perquisites to our executives in connection with the start of employment. 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/purchases or sales of puts, calls hedgingor other derivative securities and purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars or exchange funds) or other transactions andthat hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities. In addition, our insider trading policy expressly prohibits all of our employees, including our NEOs, as well as our directors, from purchasing our securities on margin, accountsborrowing against our securities in a margin account or pledges.pledging our securities as collateral for a loan.

No Tax Gross-ups

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

60


Accounting and Tax Considerations

We account for equity compensation paid to our employees under the rules of FASB 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 programs and practices.

We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers, subject to limitation under Section 162(m) of the Code, with respect to compensation in excess of $1 million paid in any one year to each of certain of our current and former executive officers. While ourthe compensation & people committee generally considers the financial accounting and tax implications to our companyus of its executive compensation decisions, neither element wassuch implications did not have a material consideration in the compensation awarded to our named executive officers in 2015. For example, Section 162(m) of the Code generally disallows a tax deduction for compensation in excess of $1.0 million paid by a public company to its chief executive officer and to each other officer (other than its chief financial officer) whose compensation is required to be reported to stockholders by reason of being among the three most highly paid executive officers. Qualified performance-based compensation is not subject to the deduction limitation if specified requirements are met 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 or compensation committee may, 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 attract and retain executive talent.2023.

Stock Ownership Guidelines

In April 2016, our compensation & people committee established equitystock ownership guidelines for our directors and executive officers to further align the interests of our board of directors and named executive officers with those of stockholders. The equitystock ownership guidelines are as follows: our chief executive officer must own shares worth at least three times his 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.

Summary Compensation Table

The following table shows information regarding the compensationapplicable ownership threshold. As of March 31, 2024, all of our nameddirectors and executive officers during the fiscal years ended December 31, 2015, 2014 and 2013.

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  

(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, Share-Based Payments, of the Notes to our Consolidated Financial Statements filed on our Annual Report on Form 10-K, filed with the SEC on February 26, 2016.

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

(3)Amounts represent the dollar value of group life 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.

(4)Dr. Schenkein also serves as a member of our board of directors but does not receive any additional compensation for his service as a director.

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

(6)Dr. Bowden’s 2014 annual base salary is $395,000; however, as Dr. Bowden joined the company as chief medical officer in May 2014, his base salary reported was pro-rated in 2014. Dr. Bowden received a sign-on bonus of $120,000 in 2014 and a relocation bonus of $150,000 in 2015. Dr. Bowden also was eligible to participate in the annual cash incentive program in 2014, with his award being pro-rated. Additionally, Dr. Bowden received a stock option award upon hire.

(7)In connection with the promotion of Mr. Goddard from vice president, finance to senior vice president, finance on and effective August 28, 2013, our compensation committee approved an increase in Mr. Goddard’s annual base salary from $253,707 to $300,000, effective September 1, 2013.

Grants of Plan-Based Awards

The following tables sets forth information concerning each grant of an award made to a named executive officer during the fiscal year ended December 31, 2015 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:

        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  

(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 Performance-based Cash Incentives.”Actual amounts paid are presented above under the same caption.

(2)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, Share-Based Payments, of the Notes to our Consolidated Financial Statements filed on our Annual Report on Form 10-K, filed with the SEC on February 26, 2016.

(3)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 of the grant date and the remaining shares will vest monthly thereafter in equal increments over 36 months.

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

(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-end

The following table sets forth information concerning outstanding equity awards for each of our named executive officers at December 31, 2015:

     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          

(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% upon the initiation of our first pivotal clinical trial, as determined by our board of directors; and 50% upon 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% on the first anniversary of the grant date with the remaining shares vesting monthly thereafter in equal increments over 36 months.

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

(5)The shares commence vesting upon the acceptance by Celgene of two development candidates under our collaboration agreement, 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.

(6)The shares commence vesting upon the closing of a significant new strategic collaboration, 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.

(7)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, which was deemed to be not probable as of December 31, 2015.

Option Exercises and Stock Vested

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

   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  

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

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 officers 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’s employment by us without cause or by such employee for good reason either (i) before or more than 18 months after a change of 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.

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’s employment is terminated by us without cause or by such named executive officer for good reason prior to or more than 18 months following a change of control:

(i)we will be obligated (A) to pay an amount equal to his 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 his 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 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 officers 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 officer and us.

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’s employment is terminated by us without cause or by such named executive officer for good reason within 18 months following a change of control:

(i)we will be obligated (A) to pay an amount equal to his 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 Dr. Schenkein, who will be entitled to an amount equal to his 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 his 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, 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’ 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 officer and us.

For a discussion of 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.

Employment Offer Letters

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

The terms of employment offer letters with each of Drs. Schenkein, Biller and Bowden provide for any equity awards that were made prior to April 22, 2016, the effective date of the Severance Plan, to accelerate as follows:

(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. Under the non-competition, non-solicitation, confidentiality and assignment agreements, each named executive officer has agreed (i) not to compete with us during his employment and for a period of one year after the termination of his employment, (ii) not to solicit our employees or customers during his employment and for a period of one year after the termination of his 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 his employment and for a period of six months after the termination of his 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 a Severance Plan, which applies to our named executive officers. The Severance Plan provides for severance benefits in the event of a termination of such named executive officer’s employment by us without cause or by such employee for good reason, either (i) before or more than 18 months after a change of control, or (ii) within 18 months following a change in control. The severance benefits set forth in the Severance Plan supersede certain severance benefits that were in effect on December 31, 2015compliance with the stock ownership guidelines. Mr. Goff, Ms. Jones, Ms. Milanova, Mr. Capello, Ms. Owen, Ms. Smith and thatDr. Ballal are set forth ineach within the table below under ��Payments Before Giving Effect to Severance Plan.” Accordingly, the following table sets forth potential

payments upon terminationaforementioned five-year phase-in period 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, but after giving effect to the adoption 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. 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 
  

 

 

  

 

 

  

 

 

 

(1)Represents 12 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).

(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.

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))
 
   (a)   (b)   (c) 

Equity compensation plans approved by security holders

      

2013 Stock Incentive Plan

       4,618,697               $    44.45                625,131(1)  

2013 Employee Stock Purchase Plan

   —            —                310,122(2)  

Equity compensation plans not approved by security holders

   —            —             
  

 

 

   

 

 

   

 

 

 

Total

       4,618,697               $    44.45            935,253  
  

 

 

   

 

 

   

 

 

 

(1)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, 1,507,860 additional shares were reserved for issuance under the 2013 Plan pursuant to this provision.

(2)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 of shares reserved for issuance under the 2013 ESPP has not increased since the adoption of the 2013 ESPP.

Compensation Committee Interlocks and Insider Participation

For 2015, the members of our compensation committee were Ms. Foster (chair), Dr. Maraganore and Mr. Nelson, each of whom is an independent director. 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 duringresult are not yet required to meet the fiscal year ended December 31, 2015.stock ownership guidelines.

Compensation Committee Report

The compensation & people 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 & people committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

This report of the compensation & people 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 & people committee.

Respectfully submitted,

The Compensation & People Committee of the Board of Directors

Cynthia Smith (chair)

Kaye Foster

Catherine Owen

61


Summary Compensation Table

The following table shows information regarding the compensation of our NEOs during the fiscal years ended December 31, 2023, 2022 and 2021.

Name and

Principal Position

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

Brian Goff

  2023   798,250   —    637,755   1,319,723   648,179   12,546   3,416,453 

Chief Executive Officer

  2022(4)   308,239   250,000   1,999,985   8,981,089   195,300   9,834   11,744,447 
  2021   —    —    —    —    —    —    —  

Cecilia Jones

  2023   484,500   —    150,060   307,242   252,910   14,072   1,208,784 

Chief Financial Officer

  2022(5)   127,746   175,000   624,986   1,882,584   96,188   4,422   2,910,926 
  2021   —    —    —    —    —    —    —  

James Burns

  2023   497,007   —    300,120   614,478   507,838   15,097   1,934,540 

Chief Legal Officer

  2022   460,000   —    370,300   707,400   186,300   14,025   1,738,025 
  2021   —    —    —    —    —    —    —  

Sarah Gheuens, M.D., Ph.D.

  2023   566,500   —    1,008,114   614,478   666,964   14,103   2,870,159 

Chief Medical Officer, Head of Research & Development

  2022   532,500   —    370,300   707,400   222,750   13,953   1,846,903 
  2021   437,583   —    367,626   103,524   247,501   13,276   1,169,510 

Tsveta Milanova(6)

  2023   507,875   150,000  699,978   2,094,247   266,220   14,953   3,733,273 

Chief Commercial Officer

  2022   —    —    —    —    —    —    —  
  2021   —    —    —    —    —    —    —  

(1)

Amounts listed represent the aggregate fair value amount computed as of the grant date of options, RSUs and PSUs granted in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 9, 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 15, 2024. In accordance with SEC rules, for PSUs, these amounts are calculated based on the probable outcome of the performance conditions on the grant date. For each PSU granted during 2023, we determined that, as of the respective dates of grant, it was not probable, as defined under applicable accounting standards that any of the performance conditions would be achieved and, as a result, we assigned a grant date fair value of $0. The value of the 2023 PSU awards for Mr. Goff, Ms. Jones, Mr. Burns, Dr. Gheuens and Ms. Milanova at the respective grant dates assuming that the highest level of performance conditions were achieved would be $637,755, $300,120, $300,120, $300,120 and $600,114, respectively. The value of the 2022 PSU awards for Mr. Goff, Ms. Jones, Mr. Burns and Dr. Gheuens at the respective grant dates assuming that the highest level of performance conditions were achieved would be $4,999,977, $299,989, $370,300 and $370,300, respectively. The value of the 2021 PSU award for Dr. Gheuens at the grant date assuming that the highest level of performance conditions were achieved would be $458,000.

(2)

Amounts represent awards to each of our NEOs under our annual performance-based cash incentive program and in addition, awards for Mr. Burns and Dr. Gheuens under our performance-based cash bonus plan adopted in December 2022. See “Annual Performance-based Cash Incentives” and “Performance-Based Cash Bonus Plan” for a description of those programs. Annual cash incentive compensation earned during the year is typically paid in the following year. The performance-based cash bonus payments were earned in 2023 and paid in January 2024 in the amounts of $248,400 to Mr. Burns and $371,250 to Dr. Gheuens.

(3)

For 2023, amounts include a matching contribution under the company’s 401(k) plan for Mr. Goff, Ms. Jones, Mr. Burns, Dr. Gheuens and Milanova of $10,643, $12,200, $13,200, $12,200 and $13,050, respectively. Amounts also include the dollar value of company-paid life insurance and disability insurance premiums paid during the fiscal year for the NEO.

62


(4)

Mr. Goff’s 2022 annual base salary was $775,000; however, as Mr. Goff joined the company as chief executive officer effective August 8, 2022, his base salary reported was pro-rated in 2022. In addition, in 2022, Mr. Goff received a relocation bonus of $250,000 and received stock option, RSU and PSU awards upon hire.

(5)

Ms. Jones’s 2022 annual base salary was $475,000; however, as Ms. Jones joined the company as chief financial officer effective September 26, 2022, her base salary reported was pro-rated in 2022. In addition, Ms. Jones received a sign-on bonus of $175,000 and received stock option, RSU and PSU awards upon hire.

(6)

Ms. Milanova’s 2023 annual base salary was $510,000; however, as Ms. Milanova joined the company as chief commercial officer effective January 3, 2023, her base salary reported was pro-rated in 2023. In addition, Ms. Milanova received a sign-on bonus of $150,000, received stock option, RSU and PSU awards upon hire, and received an annual PSU award in March 2023.

Grants of Plan-Based Awards for 2023

The following table sets forth information concerning each grant of an award made to a NEO during the fiscal year ended December 31, 2023 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received. The cash awards were made under our annual performance-based cash incentive program. The new hire equity awards granted to Ms. Milanova in January 2023 were made outside of our 2013 Stock Incentive Plan, as inducements material to her entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4). All of the other equity awards granted to our NEOs in 2023 were made under our 2013 Stock Incentive Plan or, following its adoption by our stockholders in June 2023, our 2023 Stock Incentive Plan. Each grant was authorized by our compensation & people 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.”

  Date of
Grant
  Grant Type  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
(#)
 

Brian Goff

   Annual Incentive   —    558,775   838,163        
  3/1/2023   PSUs      —    25,500(5)   25,500(5)      (5) 
  3/1/2023   RSUs      —      25,500(6)     637,755 
   3/1/2023   Stock Options               —                94,500   25.01   1,319,723 

Cecilia Jones

   Annual Incentive   —    218,025   327,038        
  3/1/2023   PSUs      —    12,000(5)   12,000(5)      (5) 
  3/1/2023   RSUs      —      6,000(6)     150,060 
   3/1/2023   Stock Options               —                22,000   25.01   307,242 

James Burns

   Annual Incentive   —    223,653   335,480   —        
  3/1/2023   PSUs      —    12,000(5)   12,000(5)      (5) 
  3/1/2023   RSUs      —      12,000(6)     300,120 
   3/1/2023   Stock Options               —                44,000   25.01   614,478 

Sarah Gheuens, M.D., Ph.D.(7)

   Annual Incentive   —    254,925   382,388   —        
  3/1/2023   PSUs      —    12,000(5)   12,000(5)      (5) 
  3/1/2023   RSUs      —      12,000(6)     300,120 
  3/1/2023   Stock Options      —       44,000   25.01   614,478 
   7/1/2023   RSUs               —            25,124(6)           707,994 

Tsveta Milanova(8)

   Annual Incentive   —    229,500   344,250   —        
  1/3/2023   PSUs      —    10,897(5)   10,897(5)      (5) 
  1/3/2023   RSUs      —      25,426(6)     699,978 
  1/3/2023   Stock Options      —       135,682   27.53   2,094,247 
   3/1/2023   PSUs               —    12,000(5)   12,000(5)               (5) 

63


(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 Performance-based Cash Incentives”. Actual amounts paid for 2023 performance are presented in the “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table above.

(2)

Options subject to time-based vesting criteria established by the compensation & people committee or board of directors, as applicable, 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 9, 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 15, 2024. For PSUs, these amounts reflect the grant date fair value of such awards based upon the probable outcome of the performance conditions at the time of grant as determined under applicable accounting standards.

(5)

PSUs vest upon the achievement of specified corporate milestones established by the compensation & people committee, or board of directors, as applicable, and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below. For each PSU granted during 2023, we determined that, as of the respective dates of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions would be achieved and assigned a grant date fair value of $0.

(6)

RSUs subject to time-based vesting criteria established by the compensation & people committee or board of directors, as applicable, and described in the footnotes to the Outstanding Equity Awards at Fiscal Year-End table below.

(7)

Dr. Gheuens received a supplemental RSU award on July 1, 2023.

(8)

Ms. Milanova received PSU, RSU and option awards in connection with her appointment to chief commercial officer effective January 3, 2023 and an annual PSU award in March 2023. She did not receive annual RSU or stock option awards in March 2023.

64


Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards for each of our NEOs at December 31, 2023. 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
(#)(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
(#)
  Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)(3)
 

Brian Goff

          
  08/08/2022   187,026   374,057   -  $29.38   08/08/2032     
  08/08/2022   -   -   -   -   -   45,382   1,010,657   
  08/08/2022   -   -   -   -   -   -   -   (4  (4
  03/01/2023   -   94,500   -  $25.01   03/01/2033     
  03/01/2023   -   -   -   -   -   25,500   567,885   
   03/01/2023   -   -   -   -   -   -   -   (5  (5

Cecilia Jones

          
  09/26/2022   36,995   81,395   -  $27.88   09/26/2032     
  09/26/2022   -   -   -   -   -   14,945   332,825   
  09/26/2022   -   -   -   -   -   -   -   (6  (6
  03/01/2023   -   22,000   -  $25.01   03/01/2033     
  03/01/2023   -   -   -   -   -   6,000   133,620   
   03/01/2023   -   -   -   -   -   -   -   (5  (5

James Burns

          
  04/04/2016   5,420   -   -  $43.77   04/04/2026     
  02/21/2017   5,749   -   -  $50.40   02/21/2027-     
  02/16/2018   8,295   -   -  $77.70   02/16/2028-     
  02/22/2019   8,690   -   -  $58.86   02/22/2029-     
  02/14/2020   2,497   110   -  $51.51   02/14/2030-     
  02/10/2021   15,576   6,424   -  $56.68   02/10/2031     
  02/10/2021   -   -   -   -   -   1,833   40,821   
  02/10/2021   -   -   -   -   -     (7  (7
  03/01/2022   17,936   23,064   -  $32.20   03/01/2032     
  03/01/2022   -   -   -   -   -   7,667   170,744   
  03/01/2022   -   -   -   -   -     (6  (6
  03/01/2023   -   44,000   -  $25.01   03/01/2033     
  03/01/2023   -   -   -   -   -   12,000   267,240   
   03/01/2023   -   -   -   -   -           (5  (5

Sarah Gheuens, M.D., Ph.D.

          
  12/02/2019   6,044   -   -  $38.72   12/02/2029     
  02/10/2021   2,291   952   -  $56.68   02/10/2031     
  02/10/2021   -   -   -   -   -   2,162   48,148   
  09/01/2021   -   -   -   -   -     (7  (7
  03/01/2022   17,936   23,064   -  $32.20   03/01/2032     
  03/01/2022   -   -   -   -   -   7,667   170,744   
  03/01/2022   -   -   -   -   -     (6  (6
  03/01/2023   -   44,000   -  $25.01   03/01/2033     
  03/01/2023   -   -   -   -   -   12,000   267,240   
  03/01/2023   -   -   -   -   -     (5  (5
   07/01/2023   -   -   -   -   -   25,124   559,511         

Tsveta Milanova(9)

          
  01/03/2023   -   135,682   -  $27.53   01/03/2033     
  01/03/2023   -   -   -   -   -   25,426   566,237   
  01/03/2023   -   -   -   -   -     (6  (6
   03/01/2023   -   -   -   -   -           (5  (5

65


(1)

The options vest with 25% of the shares underlying the option 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)

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 anniversaries of the grant date, subject to continued service.

(3)

Market values are based on a price of $22.27 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 29, 2023, the last trading day of the year.

(4)

At December 31, 2023, Mr. Goff held PSUs for up to 144,655 shares with a market value as of December 31, 2023 calculated in accordance with footnote (3) of $3,221,467. Each unit represents a contingent right to receive one share of common stock. A specified portion of the PSUs vest upon the achievement of each of six specified research, clinical and regulatory milestones that remained outstanding at December 31, 2023, as determined by our compensation & people committee. The end dates of the performance periods for the remaining milestones range from January 31, 2024 to December 31, 2026. The performance milestones are more fully described above under “2022 PSU Program”, including the performance milestones that were achieved during 2023 and in January 2024.

(5)

At December 31, 2023, Mr. Goff held PSUs for 25,500 shares, and Ms. Jones, Mr. Burns, Dr. Gheuens and Ms. Milanova each held PSUs for 12,000 shares, each with a market value as of December 31, 2023 calculated in accordance with footnote (3) of $567,885, $267,240, $267,240, $267,240 and $267,240, respectively. Each unit represents a contingent right to receive one share of common stock. One-half of the PSUs vest upon the achievement of a specified research milestone, and the remaining half of the PSUs vest upon the achievement of a specified regulatory milestone. All of the PSUs were unearned and unvested as of December 31, 2023. The performance milestones are more fully described above under “2023 PSU Program.”

(6)

At December 31, 2023, Ms. Jones held PSUs for 5,380 shares, Mr. Burns held PSUs for 5,750 shares, Dr. Gheuens held PSUs for 5,750 shares and Ms. Milanova held PSUs for 5,448 shares, with a market value as of December 31, 2023 calculated in accordance with footnote (3) of $119,813, $128,053, $128,053 and $121,327, respectively. Each unit represents a contingent right to receive one share of common stock. The outstanding PSUs vest upon the achievement of a specified regulatory milestone, as determined by our compensation & people committee. The performance period for the milestone ended on January 31, 2024. The performance milestones are more fully described above under “2022 PSU Program”, including the milestones that were achieved during 2023 and in January 2024.

(7)

At December 31, 2023, Mr. Burns held PSUs for 3,250 shares and Dr. Gheuens held PSUs for 5,000 shares, with a market value as of December 31, 2023 calculated in accordance with footnote (3) of $72,378 and $111,350, respectively. Each unit represents a contingent right to receive one share of common stock. The PSUs vest upon achievement of a specified clinical milestone, as determined by our compensation & people committee. The performance period ends for the remaining milestone on December 31, 2024. The performance milestones are more fully described above under “2021 PSU Program”, including the remaining milestone that was achieved in January 2024.

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Option Exercises and Stock Vested in 2023

The following table sets forth information concerning option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2023:

  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)
 

Brian Goff

  —    —    48,219  1,324,917 

Cecilia Jones

  —    —    12,852   339,434 

James Burns

  —    —    13,155   367,921 

Sarah Gheuens M.D., Ph.D.

  —    —    11,745   327,121 

Tsveta Milanova

  —    —    5,449   159,056 

(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.

Employment, Severance and Change in Control Arrangements

Employment Offer Letters and Employment Agreements

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

In connection with his appointment as chief executive officer, we entered into an employment agreement with Mr. Goff, effective August 8, 2022, providing for the terms of his employment, including (i) an annual base salary of $775,000; (ii) an annual target bonus of at least 70% of his base salary, to be pro-rated with respect to 2022; (iii) a one-time grant of an option to purchase 561,083 shares of common stock at an exercise price of $29.38 per share, the closing price on the date of grant, which shall vest as to 25% of the underlying shares on August 8, 2023 and as to the remaining shares on a monthly basis thereafter; (iv) a one-time grant of 68,073 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 170,183 PSUs, each unit representing a contingent right to receive one share of common stock, which shall vest as to the underlying shares of common stock upon the achievement of specified research, clinical and regulatory milestones, which are more fully described under “2022 PSU Program” above; (vi) a relocation bonus of $250,000; and (vii) severance benefits as further described below. The stock options, RSUs and PSUs were granted outside our 2013 Stock Incentive Plan, as an inducement material to Mr. Goff’s entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).

In connection with her appointment as chief financial officer, we entered into an employment agreement with Ms. Jones, effective September 26, 2022, providing for the terms of her employment, including (i) an annual base salary of $475,000; (ii) an annual target bonus of at least 45% of her base salary, to be pro-rated with respect to 2022; (iii) a one-time grant of an option to purchase 118,390 shares of common stock at an exercise price of $27.88 per share, the closing price on the date of grant, which shall vest as to 25% of the underlying shares on September 26, 2023 and as to the remaining shares on a monthly basis thereafter; (iv) a one-time grant of 22,417 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 10,760 PSUs, each unit representing a contingent right to receive one share of common stock, which shall vest

67


as to one-half of the underlying shares of common stock upon the achievement of specified clinical and regulatory milestones, which are more fully described under “2022 PSU Program” above; (vi) a sign-on bonus of $175,000; and (vii) severance benefits as further described below. The stock options, RSUs and PSUs were granted outside our 2013 Stock Incentive Plan, as an inducement material to Ms. Jones’ entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).

In connection with her appointment as chief commercial officer, we entered into an employment agreement with Ms. Milanova, effective December 5, 2022, providing for the terms of her employment, including (i) an annual base salary of $510,000; (ii) an annual target bonus of at least 45% of her base salary; (iii) a one-time grant of an option to purchase 135,682shares of common stock at an exercise price of $27.53 per share, the closing price on the date of grant, which shall vest as to 25% of the underlying shares on January 3, 2024 and as to the remaining shares on a monthly basis thereafter; (iv) a one-time grant of 25,426 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 10,897 PSUs, each unit representing a contingent right to receive one share of common stock, which shall vest as to one-half of the underlying shares of common stock upon the achievement of specified clinical and regulatory milestones, which are more fully described under “2022 PSU Program” above; (vi) a sign-on bonus of $150,000; and (vii) severance benefits as further described below. The stock options, RSUs and PSUs were granted outside our 2013 Stock Incentive Plan, as an inducement material to Ms. Milanova’s entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4).

Severance Benefits Plan

In 2016, our compensation & people committee adopted the Severance Plan, which was subsequently amended on October 6, 2022, which applies to our NEOs and certain other officers and key employees. The Severance Plan provides for severance benefits in the event of a termination of such NEO’s employment by us without cause or by such employee for good reason either (i) before or more than 18 months after a change in control (“non change of control termination”), or (ii) within 18 months following a change in control (“change of control termination”). 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 NEOs.

Benefits Provided Upon Termination Not in Connection with a Change in Control. Under the terms of the Severance Plan, (and pursuant to Mr. Goff’s, Ms. Jones’ and Ms. Milanova’s employment agreements with respect to vesting acceleration of New Hire Equity Awards (as defined below)), subject to the execution and effectiveness of a release of claims against us, if a NEO’s employment is terminated by us without cause or by such NEO for good reason prior to or more than 18 months following a change in control:

(i)

we are obligated (A) to pay an amount equal to the NEO’s then-current monthly base salary for a period of 12 months and 100% of such 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-provided health and dental insurance coverage in effect for active employees with the same coverage elections for a period of 12 months; and

(ii)

there will be no vesting acceleration for any equity award made to our NEOs except that, (1) the initial RSUs and options granted to Mr. Goff and Ms. Jones upon commencement of their employment with the company and (2) any equity award granted after October 6, 2022 in connection with a NEOs commencement of employment with the company that vests solely based on the continued performance of services (collectively, “New-Hire Equity Awards”) will, (A) (i) in the event of a non-change of control termination or (ii) a termination on account of death or disability prior to a change in control,

68


become vested with respect to the portion of the New-Hire Equity Award that would have vested during the one-year period following such termination of service, and (B) in the case of New-Hire Equity Awards that are stock options, be exercisable for a period of 12 months following the termination of service.

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 NEO’s employment is terminated by us without cause or by such NEO for good reason within 18 months following a change in control:

(i)

we are obligated (A) to pay an amount equal to the NEO’s then-current monthly base salary for a period of 12 months and 100% of such NEO’s target annual cash incentive in a lump sum, with the exception of our chief executive officer, who will be entitled to an amount equal to his then-current monthly base salary for a period of 24 months and 200% of his 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 our chief executive officer, who will be entitled to such insurance for a period of 24 months; and

(ii)

any unvested equity awards that vest solely based on continued service shall become fully vested and any equity award that vests based on the achievement of performance metric(s) shall be treated in accordance with the terms of the equity award agreement or the plan under which the award was granted.

Other Agreements

We have entered into non-competition, non-solicitation, confidentiality and assignment agreements with each of our NEOs. Under the non-competition, non-solicitation, confidentiality and assignment agreements, each NEO has agreed (i) not to compete with us during such officer’s employment and for a period of one year after the termination of such officer’s employment, (ii) not to solicit our employees or customers during his or her employment and for a period of one year after the termination of such 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 such officer’s employment and for a period of six months after the termination of such 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

In 2016, our compensation & people committee adopted the Severance Plan, which applies to our NEOs. The Severance Plan provides for severance benefits in the event of a termination of such NEO’s employment by us without cause or by such employee for good reason, either (i) before or more than 18 months after a change in control, or (ii) within 18 months following a change in control. The Severance Plan also provides for certain severance benefits in the event of a termination of such NEO’s employment due to death or disability prior to a change in control. Receipt of any severance benefits under the Severance Plan requires that the NEO comply with the provisions of any applicable non-competition, non-solicitation, and other obligations to us; and execute and deliver a suitable severance agreement and release under which the NEO releases and discharges us and our affiliates from and on account of any and all claims between us and the NEO. In October 2022, our board of directors adopted certain revisions to the Severance Plan. See “—Severance Benefits Plan” above for a further description of the terms of the Severance Plan.

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The following table sets forth potential payments upon termination and change in control that would be made to our NEOs, assuming that such termination or change in control occurred on December 31, 2023, after giving effect to the Severance Plan and the terms of Mr. Goff’s, Ms. Jones’ and Ms. Milanova’s employment agreements, as applicable. In addition to the amounts shown in the table below, each NEO would be entitled to receive payments for base salary through the date of termination and payment for any reimbursable business expenses incurred.

    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
($)
  Termination
Due to
Death or
Disability
Prior to a
Change in
Control
($)
 

Brian Goff

 Severance Payments  —      798,250(1)   1,596,500(2)   —    
 Bonus Payment  —      558,775(3)   1,117,550(4)   —    
 Continuation of Benefits  —      28,011(5)   56,022(6)   —    
 Market Value of Stock Vesting(10)  —      505,329(7)   1,578,542(8)   505,329(9) 
   

 

 

  

 

 

  

 

 

 
 Total  —      1,890,364   4,348,614   505,329 

Cecilia Jones

 

Severance Payments

 

 

—   

 

 

 

484,500(1)

 

 

 

484,500(1)

 

  —    
 Bonus Payment  —      218,025(3)   218,025(3)   —    
 Continuation of Benefits  —      18,637(5)   18,637(5)   —    
 Market Value of Stock Vesting(10)  —      166,409(7)   466,445(8)   166,409(9) 
   

 

 

  

 

 

  

 

 

 
 Total  —      887,571   1,187,607   166,409 

James Burns

 

Severance Payments

 

 

—   

 

 

 

497,007(1)

 

 

 

497,007(1)

 

  —    
 Bonus Payment  —      223,653(3)   223,653(3)   —    
 Continuation of Benefits  —      23,384(5)   23,384(5)   —    
 Market Value of Stock Vesting(10)  —      —      478,805(8)   —    
   

 

 

  

 

 

  

 

 

 
 Total  —      744,045   1,222,850   —    

Sarah Gheuens, M.D., Ph.D.

 

Severance Payments

 

 

—   

 

 

 

566,500(1)

 

  566,500(1)   —    
 Bonus Payment  —      254,925(3)   254,925(3)   —    
 Continuation of Benefits  —      —      —      —    
 Market Value of Stock Vesting(10)  —      —      1,045,643(8)   —    
   

 

 

  

 

 

  

 

 

 
 Total  —      821,425   1,867,068   —    

Tsveta Milanova

 

Severance Payments

 

 

—   

 

 

 

510,000(1)

 

 

 

510,000(1)

 

  —    
 Bonus Payment  —      229,500(3)   229,500(3)   —    
 Continuation of Benefits  —      16,612(5)   16,612(5)   —    
 Market Value of Stock Vesting(10)  —      188,746(7)  566,237(8)   188,746(9)
   

 

 

  

 

 

  

 

 

 
 Total  —      944,858   1,322,349   188,746

(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.

70


(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.

(6)

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

(7)

Pursuant to their employment agreements and the Severance Plan, in the event of a termination of employment by us without cause or by such employee for good reason before or more than 18 months after a change in control, each of Mr. Goff, Ms. Jones and Ms. Milanova would be entitled 12 months of acceleration with respect to the vesting of the stock options and RSUs granted to them in connection with the start of their employment.

(8)

Represents the acceleration of vesting as to 100% of the unvested stock options and RSUs held by the NEO.

(9)

Pursuant to their employment agreements and the Severance Plan, in the event of a termination of employment due to death or disability prior to a change in control, each of Mr. Goff, Ms. Jones and Ms. Milanova would be entitled 12 months of acceleration with respect to the vesting of the stock options and RSUs granted to them in connection with the start of their employment.

(10)

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 (if any) of the then current stock price over the exercise price of the options and (ii), in the case of RSUs, the number of unvested RSUs 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 29, 2023, or $22.27 per share.

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.

There have been no changes in our employee population or employee compensation arrangements during 2023 that we believe would significantly impact the calculations of this pay ratio and require us to identify a new median employee for 2023. Therefore, as permitted by SEC rules, for 2023, we chose to use the same median employee identified in fiscal year 2022.

We identified the median employee for 2022 as of October 1, 2022, 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 2022, and (C) the estimated fair value of any equity awards granted during the fiscal year ended December 31, 2022 and, (ii) ranking this aggregated compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Mr. Goff, our chief executive officer.

Mr. Goff’s 2023 compensation, for purposes of this pay ratio disclosure, was $3,416,453. The annual total compensation for our median employee for 2023 was $257,278 resulting in a pay ratio of approximately 13 to 1.

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

72


Pay Versus Performance Disclosure
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and
Non-PEO
NEOs and company performance for the fiscal years listed below. The compensation & people committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown. For discussion of how our compensation & people committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 41 of this Proxy Statement.
Year
 
Summary
Compensation
Table Total
for PEO 1(1)
($)
  
Summary
Compensation
Table Total
for PEO 2(1)
($)
  
Compensation
Actually Paid
to PEO 1
(1)(2)(3)
($)
  
Compensation
Actually Paid
to PEO
2(1)(2)(3)
($)
  
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs(1)
($)
  
Average
Compensation
Actually Paid
to
Non-PEO

NEOs(1)(2)(3)
($)
  
Value of
Initial Fixed
$100
Investment
based on:(4)
  
Net
Income
($
Millions)
  
Net
Product
Revenue
5

($
Millions)
 
 
Total
Shareholder
Return
($)
  
Peer Group
Total
Shareholder
Return
($)
 
2023  —    3,416,453   —    2,214,078   2,436,689   2,165,913   46.64   118.87   (352  26.82 
2022  4,911,049   11,744,447   3,809,001   11,143,330   1,958,794   1,440,120   58.81   113.65   (232  11.74 
2021  6,519,427   —    1,457,816   —    2,188,153   857,046   68.84   126.45   1,605   0.00 
2020  7,611,975   —    4,331,979   —    2,444,510   1,212,140   90.74   126.42   (327  0.00 
(1)
Jacqualyn A. Fouse, Ph.D. (PEO 1) was our PEO for 2020, 2021 and until August 8, 2022. Brian Goff (PEO 2) became our PEO on August 8, 2022 and is our PEO for 2023. The individuals comprising the
Non-PEO
NEOs for each year presented are listed below.
2020
 
2021
 
2022
 
2023
Jonathan Biller Jonathan Biller Jonathan Biller Sarah Gheuens, M.D., Ph.D.
Christopher Bowden Christopher Bowden Bruce Car, Ph.D. Cecilia Jones
Bruce Car, Ph.D. Bruce Car, Ph.D. Sarah Gheuens, M.D., Ph.D. James Burns
Andrew Hirsch Sarah Gheuens, M.D., Ph.D. Richa Poddar Tsveta Milanova
 Richa Poddar Cecilia Jones 
 Darrin Miles James Burns 
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation
S-K
and do not reflect the actual amount of compensation actually earned, realized, or received by the company’s NEOs during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the
Non-PEO
NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column for PEO 2 and the
non-PEO
NEOs are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
73

Year
  
Summary
Compensation
Table Total for
PEO 2
($)
   
Exclusion of Stock
Awards and
Option Awards for
PEO 2
($)
  
Inclusion of Equity
Values for
PEO 2
($)
   
Compensation
Actually Paid to
PEO 2
($)
 
2023   3,416,453    (1,957,478  755,103    2,214,078 
Year
  
Average
Summary
Compensation
Table Total for
Non-PEO NEOs

($)
   
Average Exclusion
of Stock Awards
and Option
Awards for
Non-PEO
NEOs
($)
  
Average Inclusion
of Equity Values
for
Non-PEO

NEOs
($)
   
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
($)
 
2023   2,436,689    (1,447,179  1,176,403    2,165,913 
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
  
Year-End Fair

Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of
Year for
PEO 2
($)
   
Change in Fair
Value from Last
Day of Prior Year
to Last Day of Year
of Unvested
Equity Awards
Granted in any
Prior Year for
PEO 2
($)
  
Vesting-Date Fair

Value of Equity
Awards Granted
During Year that
Vested During
Year for
PEO 2
($)
   
Change in Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards
Granted in any Prior
Year that Vested
During Year for
PEO 2
($)
   
Fair Value at
Last Day of Prior
Year of Equity
Awards Forfeited
During Year for
PEO 2
($)
   
Total—Inclusion
of Equity Values
for PEO 2
($)
 
2023   1,620,776    (2,016,524      1,150,851        755,103 
Year
  
Average Year-End

Fair Value of
Equity Awards
Granted During
Year That
Remained
Unvested as of
Last Day of Year
for
Non-PEO

NEOs
($)
   
Average Change
in Fair Value
from Last Day
of Prior Year to
Last Day of
Year of
Unvested Equity
Awards
Granted in any
Prior Year for
Non-PEO
NEOs
($)
  
Average Vesting-
Date Fair Value
of Equity
Awards Granted
During Year
that Vested
During Year for
Non-PEO
NEOs
($)
   
Average Change
in Fair Value
from Last Day
of Prior Year to
Vesting Date of
Unvested Equity
Awards
Granted in any
Prior Year that
Vested During
Year for
Non-PEO
NEOs
($)
   
Average Fair
Value at
Last Day of
Prior Year
of Equity
Awards
Forfeited
During Year
for
Non-PEO

NEOs
($)
   
Total—Average
Inclusion of
Equity Values
for
Non-PEO

NEOs
($)
 
2023   1,120,044    (206,555  71,417    191,497        1,176,403 
(4)
The peer group total shareholder return (“TSR”) set forth in this table utilizes the NASDAQ Biotechnology Index (“NASDAQ Biotech Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation
S-K
included in our Annual Report on Form
10-K
for the year ended December 31, 2023, filed with the SEC on February 15, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the NASDAQ Biotech Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined net product revenue to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEOs and
Non-PEO
NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Assumptions used in revenue recognition are described in Note 2, Summary of Significant Accounting Policies, to our Consolidated Financial Statements in our Annual Report on Form
10-K
for the year ended December 31, 2023, filed with the SEC on February 15, 2024.
74

Relationship Between PEO and
Non-PEO
NEO Compensation Actually Paid and Cumulative TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our
Non-PEO
NEOs, and the cumulative TSR over the four most recently completed fiscal years for the company and the NASDAQ Biotech Index.
LOGO
75

Relationship Between PEO and
Non-PEO
NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our
Non-PEO
NEOs, and our net income during the four most recently completed fiscal years.
LOGO
76

Relationship Between PEO and
Non-PEO
NEO Compensation Actually Paid and Net Product Revenue
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our
Non-PEO
NEOs, and our net product revenue during the four most recently completed fiscal years.
LOGO
Tabular List of Most Important Financial and
Non-Financial
Performance Measures
The following table presents the financial and
non-financial
performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other
Non-PEO
NEOs for 2023 to company performance. Of these measures, as noted above, we have identified net product revenue to be the most important financial performance measure used to link company performance to Compensation Actually Paid to our PEOs and
Non-PEO
NEOs in 2023.
Net Product Revenue
Clinical Milestones
Research Milestones
#  #  #
77


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, 2023.

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))
 
   (a)  (b)  (c) 

Equity compensation plans approved by security holders

   —    —   

2013 Stock Incentive Plan

   5,566,323(1)  $47.88(2)   —  

2013 Employee Stock Purchase Plan

   —    —    1,686,039(3) 

2023 Stock Incentive Plan

   325,976   26.44(2)   4,989,341 

Equity compensation plans not approved by security holders(4)

   1,122,911(1)  $28.85(5)   —  
  

 

 

  

 

 

  

 

 

 

Total

   7,015,210  $44.94   6,675,380 
  

 

 

  

 

 

  

 

 

 

(1)

PSUs are included assuming maximum performance for all outstanding unvested PSUs.

(2)

The calculation does not take into account the 1,252,777 shares of common stock subject to outstanding RSUs under the 2013 Stock Incentive Plan, the 404,828 shares of common stock subject to outstanding PSUs under the 2013 Stock Incentive Plan, or the 93,807 shares of common stock subject to outstanding RSUs under the 2023 Stock Incentive Plan. RSUs and PSUs do not have an exercise price. Such shares will be issued at the time such awards vest, without any cash consideration payable for those shares.

(3)

As of December 31, 2023, the evergreen provision in our 2013 Employee Stock Purchase Plan is no longer operative.

(4)

Represents inducement awards granted to Mr. Goff, Ms. Jones and Ms. Milanova during 2022 and 2023 outside of our 2013 Stock Incentive Plan, as inducements material to Mr. Goff’s, Ms. Jones’ and Ms. Milanova’s entry into employment with us in accordance with Nasdaq Listing Rule 5635(c)(4). These awards consist of (i) an option to purchase 561,083 shares of common stock at an exercise price of $29.38 per share granted to Mr. Goff, an option to purchase 118,390 shares of common stock at an exercise price of $27.88 per share granted to Ms. Jones, and an option to purchase 135,682 shares of common stock at an exercise price of $27.53 per share granted to Ms. Milanova, which options shall vest as to 25% of the underlying shares on the one year anniversary of the respective dates of grant and as to the remaining shares on a monthly basis thereafter; (ii) grants of 68,073 RSUs, 22,417 RSUs and 25,426 RSUs to Mr. Goff, Ms. Jones and Ms. Milanova, respectively, each unit representing a contingent right to receive one share of common stock, which RSUs shall vest in equal annual installments on the first, second and third anniversaries of the respective dates of grant; (iii) a grant of 170,183 PSUs to Mr. Goff, each unit representing a contingent right to receive one share of common stock, which PSUs shall vest upon the achievement of specified research, clinical and regulatory milestones; (iv) a grant of 10,760 PSUs to Ms. Jones, each unit representing a contingent right to receive one share of common stock, which PSUs shall vest upon the achievement of specified clinical and regulatory milestones; and (v) a grant of 10,897 PSUs to Ms. Milanova, each unit representing a contingent right to receive one share of common stock, which PSUs shall vest upon the achievement of specified clinical and regulatory milestones. For more information about the awards, see “Executive Compensation” above.

78


(5)

This calculation does not take into account the 115,916 shares subject to RSUs or the 191,840 shares subject to PSUs granted as inducement awards. RSUs and PSUs do not have an exercise price. Such shares will be issued at the time such awards vest, without any cash consideration payable for those shares.

Compensation Committee Interlocks and Insider Participation

For 2023, the members of our compensation & people committee were Ms. Smith (chair), Ms. Owen (who joined in June 2023), Ms. Foster and, prior to their resignation from our board of directors in May and June 2023, respectively, Dr. Maraganore and Mr. Clancy, none of whom is, or ever has been, an 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 that has one or more executive officers who served as a member of our board of directors or compensation & people committee during the fiscal year ended December 31, 2023.

John M. Maraganore

Robert T. Nelson79


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since January 1, 2015,2023, we have not engaged in the followingany transactions with our directors, director nominees, executive officers and holders of more than 5% of our voting securities (or their immediate family members), andor 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, entities affiliated with Celgene beneficially own more than 5% of our outstanding shares of common stock.

Foundation Medicine

In March 2013, we entered into a master services agreement with Foundation Medicine. Under that agreement, Foundation Medicine has agreed, on a non-exclusive basis, to provide mutation analysis for the clinical trials in our IDH1 and IDH2 programs. Through December 31, 2015 we have incurred approximately $1.8 million of costs under this agreement, including approximately $1.13 million in 2015. Dr. Schenkein, our president, chief executive officer and a director, is a director of Foundation Medicine.

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 chairmanchair 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

80


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 & people committee in the manner specified in its charter.

81


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 14AAt the 2022 annual meeting of stockholders, stockholders approved, on an advisory basis, an annual advisory vote on the Exchange Act also requires that stockholders havecompensation of our named executive officers. In accordance with the opportunityresults of this vote, the board of directors determined to castimplement an advisory vote with respect to whether future advisory votes on the compensation paid toof 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 officers 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 are designed to align the interests of our executives with those of our stockholders and paying for performance.year.

The section of this proxy statementProxy Statement titled “Executive Compensation” beginning on page 34,41, including “Compensation Discussion and Analysis,” describes in detail our executive compensation program and the decisions made by our compensation committee.& people committee and board of directors for the year ended December 31, 2023. 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 overruleswill 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 & people 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.

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.

82


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, 20162024 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,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, 20152023 and 2014,2022 by Ernst & Young LLP, our independent registered public accounting firm.PwC.

 

  Year Ended December 31,   Fiscal Year Ended
December 31,
 
  2015   2014   2023   2022 

Audit Fees(1)

  $        1,098,340           $        760,000         

Audit Related Fees(2)

     —            —     —  

Tax Fees(3)

   33,300            45,150            9,400     —  

All Other Fees(4)

   1,995            1,985         
  

 

   

 

 

 

   

 

 

Total

  $1,133,635           $807,135         
  

 

   

 

 

 

   

 

 

 

(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, comfort letters, and other SEC 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.

83


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 2023 and 2022 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.

2024.

84


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 20172025 must be received by us no later than December 28, 2016,27, 2024, which is 120 days prior to the first anniversary of the mailing date of this proxy, unless the date of the 20172025 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. The required notice must be delivered by the stockholder and received by our Secretary at our principal executive office and must otherwise meet the requirements set forth in our bylaws (including providing the information required by Rule 14a-19 under the Exchange Act). 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 20172025 annual meeting of stockholders, such a proposal must be received by us no earlier than February 21, 201720, 2025 and no later than March 23, 2017.22, 2025. However, if the date of the annual meeting is more than 2030 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 (i) 90 days prior to such annual meeting and (ii) 10 days following the day on which notice of the date of such annual meeting was mailedgiven or public announcement of the date of such annual meeting was first made.made, whichever occurs first. 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 20172025 annual meeting of stockholders 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

85


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.

AGIOS PHARMACEUTICALS, INC.

88 SIDNEY STREET

ATTN: MIN WANG

CAMBRIDGE, MA 02139-4137

VOTE BY INTERNET -www.proxyvote.com

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 follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card must be received by June 20, 2016.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E08506-P77807                     KEEP THIS PORTION FOR YOUR RECORDS

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

86

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.

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


LOGO

P.C. BOX 16, CARY, NC 27512-9901 Agios Your vote matters! X Have your ballot ready and please use one of the methods below for easy voting Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Scan QR for digital voting Agios Pharmaceuticals, Inc. Annual Meeting of Stockholders For Stockholders of record as of April 22, 2024 Thursday, June 20, 20249:00 AM, Eastern Time Annual Meeting to be held live via the Internet-please visit www.proxydocs.com/AGIO for more details. YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 9:00 AM, Eastem Time, June 20, 2024. This proxy is being solicited on behalf of the Board of Directors Internet: www.proxypush.com/AGIO Cast your vote online prior to the meeting by 8:59am on June 20, 2024 Have your Proxy Card ready Follow the simple instructions to record your vote Phone: 1-866-509-2148 Use any touch-tone telephone to vote prior to the meeting by 8:59am on June 20, 2024 • Have your Proxy Card ready Follow the simple recorded instructions Mail: Mark, sign and date your Proxy Card • Fold and retum your Proxy Card in the postage-paid envelope provided (must be received no later than June 19, 2024 The undersigned hemby appoints Cecilla Jones and Jim Bums (the “Named Proxies”), and each or other of them, as the true and lawful attomeys 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 property brought before the meeting or any adjournment thereof, conforting authority upon such true and lawful attomeys to vote In their discretion on such other matters as may property come before the meeting and revoking any proxy hometofore 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 property 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 property 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 nood 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 Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved


LOGO

1. To olectoach of the four Class II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his or her respective successor is duly elected and qualified. WITHHOLD 1.01 Kaye Foster FOR 1.02 Maykin Ho, Ph.D. 1.03 Jeffrey Capello 1.04 Catherine Owon FOR FOR FOR 2. To voto, on an advisory basis, to approve the compensation paid to our named executive officers. 3. To ratify the appointment of PricewaterhouseCoopers LLP as our 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.

Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)

Date


Important Notice Regarding the Availability of Proxy Materials for the fiscal year ending December 31, 2024. Note: The prodes are authorized to vote, in their discretion, upon such other business that may property come before the Annual Meeting:

The NoticeMeeting or any adjournment or postponement thereof. AGANST ADSTAIN FOR FOR 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 indude title and Proxy Statementauthority. Corporations should provide full name of corporation and 2015 Annual Report to Stockholders are availabletitle of authorized officer signing the ProxyNote Form Signature (and Tide applicable) Dal Signature (if hold jointly) Date

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