Sage Therapeutics, Inc.SAGE THERAPEUTICS, INC.

215 First StreetFIRST STREET

Cambridge,CAMBRIDGE, MA 02142

NOTICE OF 20162024 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given thatWe invite you to attend the 20162024 Annual Meeting of Stockholders, or the Annual Meeting, of Sage Therapeutics, Inc. (referred to as “we,” “us,” the “Company” or “Sage”) which will be held online via live webcast on Wednesday,Monday, June 22, 2016,10, 2024, at 9:008:30 a.m. Eastern Time,Time. You may attend the meeting virtually via the Internet at our headquarters located at 215 First Street, Cambridge, Massachusetts 02142. www.virtualshareholdermeeting.com/SAGE2024, where you will be able to vote electronically. You will need the 16-digit control number included with these proxy materials to attend the Annual Meeting.

The purpose of the meetingAnnual Meeting is to take the following:following actions:

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The Annual Meeting will be held over the Internet in a virtual meeting format, via live webcast. There will be no in-person meeting, and you will only be able to attend the Annual Meeting virtually via the webcast. Only our stockholders of record at the close of business on April 25, 2016,16, 2024, will be entitled to vote at the meetingAnnual Meeting and any adjournment or postponement thereof. A complete list of registered stockholders will be available at our principal executive offices during ordinary business hours for examination by any stockholder of record for a period of ten days ending on the day before the Annual Meeting.

We are pleasedhave elected to take advantage of Securities and Exchange Commission rules that allow companiesprovide access to furnish theirour proxy materials over the Internet. We are mailingInternet under the Securities and Exchange Commission’s, or SEC’s, “notice and access” rules. On or about April 24, 2024, we will mail to many of our stockholders a Notice of Internet Availability of Proxy Materials, or Notice, instead of a paper copy of our proxy materials and our 2015 Annual Report on Form 10-K. The Notice containscontaining instructions on how to access those documentsour proxy materials, including our proxy statement and our 2023 Annual Report to castStockholders, or 2023 Annual Report. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers printing and distribution costs and reduces the environmental impact of the Annual Meeting. The Notice also instructs you on how to submit your vote viaproxy or voting instructions through the Internet.

The Notice also contains instructions on how to request a paper copy of our proxy materials and our 20152023 Annual Report on Form 10-K. AllReport. Other stockholders, who do not receive a Notice will receive a paper copy of thein accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Annual Report by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costsInternet, or have been mailed paper copies of printing and distributing our proxy materials.materials and a proxy card or voting instruction form.

Your vote is important. Whether or not you are ableplan to attendparticipate in the meeting in person, it is important thatvirtual Annual Meeting, we hope you will take the time to vote your shares be represented.shares. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating and returning the proxy card.meeting.

By Order of the Board of Directors,

Jeffrey M. Jonas, M.D.

President, Chief Executive Officer President and Director

Boston, Massachusetts

April 29, 201624, 2024

TABLE OF CONTENTS

SAGE THERAPEUTICS, INC.

215 FIRST STREET

CAMBRIDGE, MA 02142

PROXY STATEMENT SUMMARY

The summary highlights certain information related to topics discussed throughout this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

VIRTUAL ANNUAL MEETING INFORMATION

HOW TO VOTE

By Internet		By telephone		By mailing your Proxy Card		During the meeting
Visit 24/7 www.proxyvote.com		Dial toll-free 24/7 1-800-690-6903		Cast your ballot, sign your proxy card and send by free post		Vote during the live webcast of the Annual Meeting
You may vote by Internet 24 hours a day, seven days per week. You will need the 16-digit control number included on your Notice, proxy card or voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m. Eastern Time on June 9, 2024.		You may vote using a touch-tone telephone by calling 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice, proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time on June 9, 2024.		If you received printed proxy materials, you may submit your vote by completing, signing and dating your proxy card or voting instruction form and returning it in the prepaid envelope. Proxy cards submitted by mail must be received no later than June 9, 2024.		You may vote during the Annual Meeting by going to: www.virtualshareholdermeeting.com/SAGE2024. You will need the 16-digit control number included on your Notice, proxy card or voting instruction form. If you previously voted via the Internet, by telephone, or by mail, that vote will not limit your right to vote online at the Annual Meeting.

If you plan to attend the Annual Meeting, we recommend that you visit the link for the live webcast at www.virtualshareholdermeeting.com/SAGE2024 and log in with your 16-digit control number prior to the start time of 8:30 a.m. Eastern Time to ensure you are fully logged in when the Annual Meeting begins. If you attend the Annual Meeting, you may vote your shares electronically during the Annual Meeting even if you have previously returned your proxy card or completed your proxy by phone or on the Internet. Stockholders wishing to vote their shares electronically during the Annual Meeting should refer to their Notice for instructions regarding voting electronically during the Annual Meeting.

A summary of the information you need to attend the Annual Meeting online is provided below:

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CAST YOUR VOTE RIGHT AWAY

Please cast your vote right away on all of the proposals listed below to ensure that your shares are represented.

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STOCKHOLDER ENGAGEMENT AND GOVERNANCE HIGHLIGHTS

Stockholder Engagement

We believe that effective corporate governance includes active and regular engagement with our stockholders, and we are committed to investing time with our stockholders to increase transparency and gain a better understanding of the practices our stockholders most value. We seek to conduct a robust year-round stockholder outreach program to solicit and understand our stockholders’ perspectives on our executive compensation, corporate governance and disclosure practices, among other matters. Our Board of Directors, the Compensation Committee of our Board of Directors, or our Compensation Committee, and the Nominating and Corporate Governance Committee of our Board of Directors, or our Nominating and Corporate Governance Committee, consider feedback received from this effort and other input from our stakeholders and advisors in determining what further governance and compensation actions, if any, are in the best interest of the Company and its stockholders. For example, in late 2023, we consulted several of our largest stockholders specifically to solicit their feedback about option exchange programs, including their perspectives on certain design elements being considered at that time for an option exchange program for our employees. We incorporated this feedback in our design of an option exchange program approved by our stockholders at a special meeting of stockholders held on January 31, 2024, and completed on February 21, 2024.

Between mid-2023 and early 2024, we solicited feedback from stockholders representing approximately 87% of our outstanding shares based on public filings as of December 31, 2023 and engaged with stockholders then representing approximately 67% of our outstanding shares to seek input on our corporate governance and compensation matters. The key topics discussed included executive compensation, board composition, and the option exchange program discussed above. We value the variety of perspectives we receive during these discussions and the opportunity they present to deepen our understanding of stockholder interests and explain our motivations and priorities with respect to our governance and compensation practices.

We intend to continue our stockholder outreach following the filing of this Proxy Statement with the SEC, to seek support for the Annual Meeting proposals and to solicit additional feedback regarding governance and compensation matters of importance to our stockholders, as well as following the Annual Meeting, regardless of the vote results on the proposals included herein.

Governance Highlights

We are committed to maintaining strong corporate governance practices and regularly reviewing our corporate governance practices to continue building on our success and long-term stockholder value. The highlights of our corporate governance practices include the following:

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Nominees for Class I Directors

The names of the nominees for Class I directors and certain information about each as of April 16, 2024, are set forth below.

We believe Ms. Barrett’s qualifications to sit on our Board of Directors include her executive and commercial launch experience and years of leadership in the pharmaceutical industry. We believe Mr. Germano’s qualifications to serve on our Board of Directors include his extensive leadership and operating experience in the pharmaceutical industry in multiple therapeutic categories and global markets at several pharmaceutical companies.

Executive Compensation Highlights

We have a pay-for-performance compensation philosophy, and as a result, we seek to align actual compensation levels for our executive officers, including our named executive officers, with the achievement of corporate goals and

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individual performance. We had a number of major accomplishments in 2023, including those identified in the table below, which factored into our performance assessment for the purposes of funding our annual bonus incentive plan, or the Annual Bonus Incentive Plan, for 2023 for all employees, including our named executive officers. Our business highlights are more fully discussed in the section of this Proxy Statement entitled “Executive Officer and Director Compensation—Compensation Discussion and Analysis.”

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SAGE THERAPEUTICS, INC.

PROXY STATEMENT

FOR THE 20162024 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When are this proxy statementProxy Statement and the accompanying materials scheduled to be sent to stockholders?

WePursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 29, 2016,24, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice, to our stockholders (other than those who previously requested electronic or paper delivery of Internet Availability,proxy materials), directing stockholders to a website where they can access our proxy materials, including this Proxy Statement and theour 2023 Annual Report, and view instructions on how to vote online or by telephone. Our proxy materials, including the Notice, of 2016 Annual Meeting of Stockholders, this proxy statementProxy Statement and the accompanying proxy card or, for shares held in street name“street name” (held for your account by a broker or other nominee), a voting instruction form, and the 2023 Annual Report, on Form 10-K for the year ended December 31, 2015, or 2015 Annual Report on Form 10-K, will be mailed or made available to stockholders on the Internet on the same date. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we are providing access to our proxy materials for most stockholders over the Internet rather than printing and mailing theour proxy materials. We believe electronic deliveryfollowing this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, athe Notice of Internet Availability will be mailed to holders of record and beneficial owners of our common stock starting on or aroundabout April 29, 2016.24, 2024. The Notice of Internet Availability will provide instructions as to how stockholders may access and review theour proxy materials, including this Proxy Statement, the Notice of Annual Meeting, proxy statement, proxy card and 2015our 2023 Annual Report, on Form 10-K, on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to thema requesting stockholder by mail. The Notice of Internet Availability will also provide voting instructions. In addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our proxy materials are available at the website referenced in the Notice, of Internet Availability, and our Notice of the 2024 Annual Meeting proxy statementof Stockholders, this Proxy Statement and our 2023 Annual Report on Form 10-K are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.Proxy Statement.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 22, 2016: 

Where and when is the Annual Meeting?

The Annual Meeting will be held on Monday, June 10, 2024 at 8:30 a.m. Eastern Time. To afford the same rights and opportunities to participate in the Annual Meeting to all stockholders irrespective of location, the Annual Meeting will be held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

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If you plan to attend the Annual Meeting, we recommend that you visit the link for the live webcast at www.virtualshareholdermeeting.com/SAGE2024 and log in with your 16-digit control number prior to the start time of 8:30 a.m. Eastern Time to ensure you are fully logged in when the Annual Meeting begins. If you attend the Annual Meeting, you may vote your shares electronically during the Annual Meeting even if you have previously returned your proxy card or completed your proxy by phone or on the Internet. Stockholders wishing to vote their shares electronically during the Annual Meeting should refer to their Notice for instructions regarding voting electronically during the Annual Meeting.

What do I need in order to be able to participate in the Annual Meeting online?

You will need the 16-digit control number included on your Notice or your proxy card in order to be able to access the Annual Meeting and vote your shares or submit questions during the Annual Meeting.

What if during the Annual Meeting I have technical difficulties or trouble accessing the live webcast of the Annual Meeting?

If you encounter any technical difficulties or trouble accessing the live webcast of the Annual Meeting or other technical issues during the Annual Meeting, please call the technical support number that will be posted on the log-in page for our virtual Annual Meeting for assistance.

Who is soliciting my vote?

Our Board of Directors (the “Board of Directors”) is soliciting your vote for the 2016 Annual Meeting of Stockholders, or Annual Meeting.

When is the record date for the Annual Meeting?

As of the close of business on April 25, 2016, theThe record date for determination of stockholders entitled to vote at the Annual Meeting.Meeting is the close of business on April 16, 2024.

How many votes can be cast by all stockholders?

There were 32,062,77360,182,031 shares of our common stock, par value $0.0001 per share, outstanding on April 25, 2016,16, 2024, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. None of ourWe had no shares of undesignated preferred stock were outstanding as of April 25, 2016.16, 2024.

How do I vote?

In Person

If you are a stockholder of record, youYou may vote in person at the meeting. We will give you a ballot when you arrive. If you hold your shares through a bank or broker and wish to vote in person at the meeting, you must obtain a valid proxy from the firm that holds your shares.

By Proxy

If you do not wish to vote in person or will not be attending the meeting, you may vote by proxy. You can vote by proxy over the Internet, by followingtelephone or during the instructions provided in the Notice of Internet Availability, or, ifAnnual Meeting by going to www.virtualshareholdermeeting.com/SAGE2024. If you requested and/or received a printed copiesversion of the proxy materials by mail,card, you canmay also vote by mailing your proxy as describedmail.

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Voting deadlines and availability of telephone and Internet voting for beneficial owners whose shares are held in street name by a bank, broker or nominee depend on the proxy materials. You may also authorize another person or persons to act for you as proxy in a writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to eachvoting processes of the named proxies, although itentity that holds their shares. If your shares are held in street name, we urge you to carefully review and follow the voting instruction form and any other materials that you might receive from the entity that is the record holder of your shares. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may join the Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or nominee (preferably at least 5 business days before the Annual Meeting) and obtain a “legal proxy” in order to be sentable to them by electronic transmission if, from that transmission, it can be determined thatjoin the transmission was authorized by you. Annual Meeting.

If you complete and submit your proxy before the meeting,Annual Meeting, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy without giving voting instructions, your shares will be voted in the manner recommended by the Board of Directors on all matters presented in this Proxy Statement, and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented at the meeting.Annual Meeting. You may also authorize another person or persons to act for you as proxy in writing, signed by you or your authorized representative, specifying the details of those proxies’ authority. The original writing must be given to each of the named proxies, although it may be sent to them by electronic transmission if, from that transmission, it can be determined that the transmission was authorized by you.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosedyour proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

How do I revoke my proxy?

YouIf your shares are registered directly in your name, you may revoke your proxy by (1) followingand change your vote at any time before the instructions onAnnual Meeting. To do so, you must do one of the Notice of Internet Availability and entering a new vote by mail orfollowing:

If a broker, bank, or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote.

How is a quorum reached?

Our By-lawsAmended and Restated Bylaws, or Bylaws, provide that a majority of the shares entitled to vote, present in personat the Annual Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

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Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, dealer or other agent) or if you vote online during the Annual Meeting. Under the General Corporation Law of the State of Delaware, or the DGCL, shares that are voted “abstain” or “withheld” and, in specified circumstances, broker “non-votes”“non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If there is no quorum, the holders of a majority of shares present by virtual attendance at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

How is the vote counted?

In accordance with our Bylaws, directors are elected by a plurality of the votes properly cast by the stockholders entitled to vote on the election of directors at the Annual Meeting. Under our By-laws,Bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Amended and Restated Certificate of Incorporation, or By-laws.Certificate of Incorporation, or our Bylaws. Therefore, at the Annual Meeting, the two nominees receiving the most votes FOR election will be elected as directors (Proposal 1), and each other proposal will be approved if a majority of the votes properly cast are voted FOR the proposal (Proposals 2, 3, and 4). Abstentions and broker “non-votes”“non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have the effect of votes in opposition toan impact on such proposals. A broker “non-vote”“non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have or did not exercise discretionary voting power with respect to that item, andmatter or has not received instructions from the beneficial owner.

If your shares are held in “street name”street name by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you do not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items,matters but will not be allowed to vote your shares with respect to “non-discretionary” items.“non-discretionary matters.” Proposals 1, 3, and 34 are “non-discretionary” items.non-discretionary matters. If you do not instruct your broker how to vote with respect to those proposals, your broker may not vote for those proposals, and those votes will be counted as broker “non-votes.“non-votes.” Proposal 2 is considered to be a discretionary item,matter, and your brokerage firm will be able to vote on this proposal even if it does not receive instructions from you.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice of Internet Availability and theseour proxy materials and soliciting votes. If you choose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. We have hired Broadridge Financial Solutions, Inc. to assist us in the distribution of proxy materials and the solicitation of votes described above. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies. We have engaged Alliance Advisors to assist in the solicitation of proxies and provide related advice and informational support, for a services fee, plus customary expense disbursements, which are not expected to exceed $18,500 in total.

How are matters submitted for consideration at an annual meeting?

Stockholder proposals intended to be presented at the next annual meeting of our stockholders after the upcoming Annual Meeting must satisfy the requirements set forth in the advance notice provisionprovisions under our By-laws.Bylaws. To be timely for our next annual meeting of stockholders, any such proposal must be delivered in writing to our Secretary at 215 First Street, Cambridge, MAMassachusetts 02142 between the close of business on February 22, 2017,10, 2025, and March 24, 2017.12, 2025. If the date of the next annual meeting of the stockholders is scheduled to take place before May 23, 2017,11, 2025, or after August 21, 2017,9, 2025, notice by the stockholder must be delivered no later than the close of business on the later of (1) the 90th day prior to such annual meeting or (2) the 10th day following the day on which public announcement of the date of such meeting is first made. Stockholders are advised to review our bylaws which also specify requirements as to the form and content of a stockholder’s notice, including the information required by Rule 14a-19 under the Exchange Act.

In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2025 must also satisfy the SEC regulationsrequirements of Rule 14a-8 under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and be received not later than December 18, 2016.25, 2024. If the date of thesuch annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within a reasonable time

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before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or in a document filed with the SEC.

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 each Notice to ensure that all of your shares are voted.

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

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting.

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OVERVIEW OF PROPOSALS

This Proxy Statement contains threefour proposals requiring stockholder action. Proposal 1 requests the election of two Class II directors to the Board of Directors. action, which are as follows:

Each of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. Proposal 3 requests an advisory vote to determine the frequency of future stockholder advisory votes on the compensation paid to our named executive officers. Each of theabove proposals is discussed in more detail in the pages that follow.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. One class is elected each year at the annual meeting of stockholders for a term of three years. Vacancies on the Board of Directors aremay be filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present,of the Board of Directors, and may not be filled by stockholders.holders of our common stock. A director elected by the Board of Directors to fill a vacancy in a class shall hold office for the remainder of the full term of that class, and until the director’s successor is duly elected and qualified or until his or her earlier death, resignation, death, or removal.

The terms of the Class III directors are scheduled to expire on the date of the upcoming Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, orour Nominating and Corporate Governance Committee, the Board of Directors’ nominees for election by the stockholders are the following current Class III members: Kevin P. StarrElizabeth Barrett and James Frates.Geno Germano. If elected, each nominee will serve as a director until the annual meeting of stockholders in 20192027 and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

Steven Paul, M.D. has notified the Board of Directors of his intention to retire from the Board of Directors when his current term ends at the Annual Meeting. Dr. Paul’s decision is not the result of any disagreement with us on any matter relating to our operations, policies or practices. In connection with his retirement, the authorized number of directors on the Board of Directors will be reduced from nine to eight and the number of Class I directors will be reduced from three to two.

The names of and certain information about the directors in each of the three classes are set forth below. There are no family relationships among any of our directors or executive officers.

It is intended that the proxy in the form presentedproxies will be voted, unless otherwise indicated, for the election of the Class III director nominees to the Board of Directors. Each of the nominees has indicated his or her willingness to serve as a Class I director if elected. We have no reason to believe that any nominee will be unable to serve. If any of the nominees should for any reason be unable or unwilling to serve at any time prior to the Annual Meeting, however, the proxies willmay be voted for the election of such substitute nominee as the Board of Directors may designate.

Nominees for Class III Directors

The names of the nominees for Class III directors and certain information about each as of April 11, 201616, 2024, are set forth below.

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Directors Not StandingUp for Election or Re-Electionat the Annual Meeting

The names of and certain information as of April 11, 201616, 2024, about the members of the Board of Directors who are not standing for election or re-election at this year’s Annual Meeting are set forth below.

Biographical Information Concerning Our Board of Directors

Set forth below are the biographies of each director, as well as a discussion of the particular experience, qualifications, attributes, and skills that led our Board of Directors to conclude that each person nominated to serve or currently serving on our Board of Directors should serve as a director. In addition to the information presented below, we believe that each director meets the minimum qualifications established by the Nominating and Corporate Governance Committee.Committee for our directors.

JeffreyElizabeth (Liz) Barrett. Ms. Barrett has served as a member of our Board of Directors since January 2019. Ms. Barrett has served as President and Chief Executive Officer and a board member of UroGen Pharma Ltd., a commercial-stage biopharmaceutical company since January 2019. She previously served as Chief Executive Officer of Novartis Oncology, or Novartis, from February to December 2018. Prior to Novartis, she was Global President, oncology at Pfizer Inc., or Pfizer, from 2015 to 2018. From 2009 to 2015, she held a series of leadership positions at Pfizer, including President, Europe, Global Innovative Pharma, President, North America, and President, U.S. Oncology business unit. Prior to Pfizer, from 2006 to 2009, Ms. Barrett was Vice President and General Manager of the Oncology business unit at Cephalon Inc. She also held senior roles across multiple market sectors at Johnson & Johnson from 1993 to 2006. In addition, Ms. Barrett has served as a member of the board of directors of Allogene Therapeutics, Inc., a public clinical stage immune-oncology company, since July 2021. Ms. Barrett received a B.S. from the University of Louisiana and an M.B.A. from Saint Joseph’s University. We believe Ms. Barrett’s qualifications to sit on our Board of Directors include her executive experience and years of leadership in the pharmaceutical industry.

Michael F. Cola. Mr. Cola has served as a member of our Board of Directors since September 2014. Mr. Cola has served as an advisor for Yale Ventures since October 2022 and an advisor for Mayo Ventures since June 2022. He served as Chief Executive Officer and a board member of Avalo Therapeutics, Inc. (formerly Cerecor, Inc.), or Avalo, a biopharmaceutical company, from February 2020 to February 2022. Prior to Avalo, Mr. Cola served as Chief Executive Officer of Aevi Genomic Medicine, Inc., or Aevi, a biopharmaceutical company formerly named Medgenics, Inc. from 2013 to February 2020. Prior to joining Aevi, from 2005 to 2012, he served as president of specialty pharmaceuticals at Shire plc, or Shire, a global specialty pharmaceutical company. Previously, from 2000 to 2005, Mr. Cola served as a Growth Capital Provider and President of the life sciences group for Safeguard Scientifics, Inc., where he served as Chairman and Chief Executive Officer of Clarient, Inc., and Chairman of Laureate Pharma, Inc. In addition, Mr. Cola has held senior positions in product development and commercialization at Astra Merck Inc., where he led Phase 2 through Phase 4 clinical development efforts, and at AstraZeneca plc., where he led clinical development worldwide. He also currently serves on the board of directors of Phathom Pharmaceuticals, Inc., a late-stage biopharmaceutical company. Mr. Cola received a B.A. in biology and physics from Ursinus College and an M.S. in biomedical science from Drexel University. We believe Mr. Cola’s qualifications to sit on our Board of Directors include his extensive experience working for various pharmaceutical and biotechnology companies.

James M. Jonas, M.D.Frates. Mr. Frates has served as a member of our Board of Directors since May 2014. Since January 2021, Mr. Frates has served as the Chief Financial Officer of Amylyx Pharmaceuticals, Inc., a pharmaceutical company focused on developing new treatments for amyotrophic lateral sclerosis (ALS), Alzheimer’s disease and other

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neurodegenerative diseases. Mr. Frates previously served as Senior Vice President and Chief Financial Officer of Alkermes plc from September 2011 until January 2021. From 2007 to 2011, Mr. Frates served as Senior Vice President and Chief Financial Officer of Alkermes, Inc. From 1998 to 2007, Mr. Frates served as Vice President, Chief Financial Officer and Treasurer of Alkermes, Inc. From 1992 to 1994 and 1996 to 1998, he was employed at Robertson, Stephens & Company, most recently as a Vice President in Investment Banking. Prior to that time, he was employed at Morgan Stanley & Co. Mr. Frates earned an A.B. in government from Harvard College and an M.B.A. from Harvard Business School. We believe Mr. Frates’ qualifications to sit on our Board of Directors include his leadership experience, financial expertise, business judgment and industry knowledge.

Geno Germano.Mr. Germano has served as the Chair of our Board of Directors since January 2024 and as a member of our Board of Directors since July 2016. Since August 2018, Mr. Germano has served as President and Chief Executive Officer and a board member of Elucida Oncology, Inc., a biotechnology company. He previously served as President of Intrexon Corporation, or Intrexon, a leader in engineering and industrialization of biology, from June 2016 to March 2017. Prior to joining Intrexon, from 2014 to February 2016, Mr. Germano was Group President of the Global Innovative Pharma Business of Pfizer, where he led a growing global $14 billion business with market-leading medicines and an extensive portfolio of late-stage development candidates in several therapeutic areas. Mr. Germano was also Co-Chair of the Portfolio Strategy and Investment Committee at Pfizer from 2013 to February 2016. Previously, from 2009 through 2013, Mr. Germano served as President and General Manager of Pfizer’s Specialty Care and Oncology business units where he led commercial, medical, and post proof-of-concept pipeline strategy and development across global markets. Additionally, Mr. Germano has served on the board of directors of Precision Biosciences, Inc., a clinical stage biotechnology company, since March 2020, and in the past five years, Mr. Germano served on the boards of directors of Bioverativ Inc. (acquired by Sanofi S.A. in March 2018) and The Medicines Company (acquired by Novartis AG in January 2020). Mr. Germano received his B.S. in Pharmacy from Albany College of Pharmacy. We believe Mr. Germano’s qualifications to serve on our Board of Directors include his over 30 years of experience in the pharmaceutical industry and his consistent track record of improving operating performance and increasing shareholder value, including across numerous leadership roles in multiple therapeutic categories and global markets at several pharmaceutical companies.

George S. Golumbeski, Ph.D. Dr. JonasGolumbeski has served as a member of our Board of Directors since January 2019. Since October 2020, Dr. Golumbeski has served as a partner at DROIA Ventures, a venture capital firm focused on therapeutics for oncology and genetic disease, and previously served as the President of GRAIL, Inc., a health-care company focused on the early detection of cancer, from August 2018 to September 2019. From 2009 to April 2018, Dr. Golumbeski was employed by Celgene Corporation, or Celgene, as Executive Vice President of Business Development. Prior to Celgene, Dr. Golumbeski was Vice President of Business Development, Licensing, and Strategy at Novartis. Earlier in his career, he held leadership positions at Elan Pharmaceuticals Inc. and Schwarz Pharma AG, where he focused on neurology and neuropsychiatry therapeutics. Dr. Golumbeski has served on the boards of directors of Shattuck Labs, Inc., a public clinical-stage biotechnology company focused on cancer and autoimmune disease, since January 2018 and MorphoSys AG, a public commercial-stage biopharmaceutical company focused on cancer, since May 2018. He previously served on the board of directors of Enanta Pharmaceuticals, Inc., a public clinical stage biotechnology company focused on viral infections from February 2014 through March 2021. He also serves on the boards of directors of various private companies. Dr. Golumbeski received a B.A. in Biology from the University of Virginia and a Ph.D. in Genetics from the University of Wisconsin—Madison. We believe Dr. Golumbeski’s qualifications to sit on our Board of Directors include his years of experience in research and development, business development and leadership at various pharmaceutical companies.

Barry E. Greene.Mr. Greene has served as our Chief Executive Officer and President since December 2020 and as a member of our Board of Directors since October 2020. Mr. Greene served as President of Alnylam Pharmaceuticals, Inc., or Alnylam, a public biopharmaceutical company, from 2007 through September 2020, and served as its Chief Operating Officer from 2003 to September 2016. Prior to Alnylam, he was General Manager of Oncology at Millennium Pharmaceuticals, Inc., a public biopharmaceutical company. Prior to joining Millennium in 2001, Mr. Greene served as Executive Vice President and Chief Business Officer for Mediconsult.com, a healthcare consulting company. Prior to joining Mediconsult.com, Mr. Greene’s experience included serving as Vice President of Marketing and Customer Services for AstraZeneca (formerly AstraMerck), a pharmaceutical company; Vice President, Strategic Integration with responsibility for the AstraZeneca North American post-merger integration; and a partner of Andersen Consulting, a consulting company. Mr. Greene has served as a member of the board of directors of Karyopharm Therapeutics, Inc., since 2013 and previously served as a member of the boards of directors of Acorda Therapeutics, Inc., a public

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biotechnology company focused on nervous system disorders, from January 2007 to August 2021 and BCLS Acquisition Corporation, a former special purpose acquisition company, from October 2020 to October 2022. Mr. Greene received his B.S. in Industrial Engineering from the University of Pittsburgh and served as a Senior Scholar at Duke University’s Fuqua School of Business. We believe Mr. Greene’s qualifications to sit on our Board of Directors include his extensive experience and leadership in the healthcare and biopharmaceutical industries, including his experience serving as Chief Executive Officer at Sage.

Jeffrey M. Jonas, M.D. Dr. Jonas has served as a member of our Board of Directors since August 2013. Dr. Jonas is a partner at Cure Ventures, a life sciences venture capital firm. Prior to joining Cure Ventures in 2024, Dr. Jonas served as Chief Executive Officer and a Director of ABio-X, a private biotechnology incubator from November 2022 to January 2024. From December 2020 to November 2022, Dr. Jones served as our Chief Innovation Officer. Prior to assuming his role as Chief Innovation Officer, he had served as our President and Chief Executive Officer from August 2013 to December 2020. From 2012 to 2013, Dr. Jonas served as the President of the Regenerative Medicine Division of Shire, plc, or Shire, and from 2008 to 2012 as Senior Vice President of Research and Development, Pharmaceuticals at Shire. FromDr. Jonas served from 2007 to 2008 Dr. Jonas served as the Executive Vice President of Ionis Pharmaceuticals, Inc., formerly known as ISIS Pharmaceuticals, Inc., as the Chief Medical Officer and; from 2006 to 2007 as Chief Medical Officer and Executive Vice President of Forest Laboratories, Inc.; and from 1991 to 1996 in senior-level positions at Upjohn Laboratories. Dr. Jonas also founded AVAX Technologies, Inc. and SCEPTOR Industries, Inc., where he served as the Chief Executive Officer, President and a Director. Dr. Jonas has published more than 70 scientific paperscurrently serves on the board of directors of Generation Bio Co., a public biotechnology company, and chapters,Noema Pharma AG, a private biotechnology company. Dr. Jonas also served on the board of directors of Karuna Therapeutics, Inc., or Karuna, a public biopharmaceutical company, from October 2018 until its acquisition by Bristol Myers Squibb in March 2024. Dr. Jonas has authored more than 100200 books, provided guidance on scientific articles and abstracts, and has received numerous awards. Dr. Jonas received his B.A. from Amherst College and M.D. from Harvard Medical School. He completed a residency in psychiatry at Harvard Medical School, and he served as Chief Resident in psychopharmacology at McLean Hospital, Harvard Medical School. We believe Dr. Jonas’ qualifications to sitserve on our Board of Directors includes more thaninclude his over 20 years of experience on both the scientific and business sides of the pharmaceutical and healthcare industries, particularly in the CNS field.

James Frates. Mr. Frates has servedcentral nervous system field, including his past experience serving as a member of our Board of Directors since May 2014. He is the Senior Vice President and Chief Financial Officer of Alkermes plc, having held that position since September 2011. From 2007 to 2011, Mr. Frates served as Senior Vice President and Chief Financial Officer of Alkermes, Inc. From 1998 to 2007, Mr. Frates served as Vice President, Chief Financial Officer and Treasurer of Alkermes, Inc. From 1996 to 1998, he was employed at Robertson, Stephens & Company, most recently as a Vice President in Investment Banking. Prior to that time, he was employed at Morgan Stanley & Co. From 2004 to 2009, Mr. Frates served on the board of directors of GPC Biotech AG, a biotechnology company, and was a national director of the Association of Bioscience Financial Officers from 2004 to 2009. Mr. Frates is also a Trustee of St. Paul’s School and The Roxbury Latin School. We believe Mr. Frates’ qualifications to sit on our Board of Directors include his leadership experience, financial expertise, business judgment and industry knowledge.

Steven Paul, M.D. Dr. Paul has served as a member of our Board of Directors since September 2011. Dr. Paul is currently the President and Chief Executive Officer of Voyager Therapeutics, Inc., having held that position since September 2014. Since September 2010, Dr. Paul has also served as a venture partnerand Chief Innovation Officer at Third Rock Ventures, LLC, or Third Rock Ventures, a life sciences venture capital firm focused on the formation, development and strategy of new companies. From 2011 to 2014, he was a professor of neuroscience, psychiatry and pharmacology at Weill Cornell Medical College. From 2003 to 2010, Dr. Paul, as the Executive Vice President of Eli Lilly and Company, or Eli Lilly, and President of Lilly Research Laboratories, was responsible for Eli Lilly’s overall research and development efforts—helping to expand Eli Lilly’s R&D efforts in oncology and biotechnology—resulting in a pipeline of approximately 70 new molecular entities. Dr. Paul spent 17 years at Eli Lilly, during which time he held several key leadership roles, including Vice President of Neuroscience (CNS) Research and Group Vice President of Discovery Research (all therapeutic areas) from 1993 to 2003. Prior to Eli Lilly, from 1988 to 1993 Dr. Paul served as Scientific Director of the National Institute of Mental Health (NIMH). Dr. Paul also served as Medical Director in the Commissioned Corps of the United States Public Health Service. Dr. Paul has been the recipient of many awards and honors, and has served on numerous committees and advisory boards. Dr. Paul has also authored or co-authored over 500 papers and book chapters. Dr. Paul is an elected fellow of the American Association for the Advancement of Science and a member of the Institute of Medicine of the National Academy of Sciences. He is also currently on the board of directors or is a trustee of several organizations, including Voyager Therapeutics, Inc., Alnylam Pharmaceuticals, Inc. and the Foundation for the NIH. Dr. Paul has also served as a member of the National Institute of General Medical Sciences (NIGMS) Advisory Council and was appointed by the Secretary of the Department of Health andHuman Services (HHS) as a member of the advisory committee to the Director of the NIH from 2001-2006.Dr. Paul was also a member of the National Advisory Mental Health Council, NIMH, and is board certified bythe American Board of Psychiatry and Neurology. Dr. Paul received his B.A. in Biology and Psychology from

Tulane University, and his M.S. and M.D. degrees from the Tulane University School of Medicine. Dr. Paul’squalifications to sit on our Board of Directors include his extensive career in neuroscience and his leadership and managerial experiences at various pharmaceutical and biotechnology companies and healthcare organizations.

Howard Pien. Mr. PienJessica J. Federer. Ms. Federer has served as a member of our Board of Directors since March 2014. Mr. Pien was the Chairman of the Board2023. Ms. Federer has served as a senior external advisor for McKinsey & Company since January 2024. She previously served as a Partner at Boston Millennia Partners, an investment fund focused on health technology companies, from May 2017 to September 2022. Ms. Federer also served as Chief Digital Officer at Bayer A.G. from October 2014 to January 2017, and Chief Executive Officer of Medarex, Inc. from 2007 to its acquisition by Bristol-Myers Squibb Company in 2009. Prior to that, he was a private consultant from 2006 to 2007. Prior to 2006, he was Presidentother leadership roles in regulatory affairs, market access, communications, and Chief Executive Officer of Chiron Corporation from 2003 to its acquisition by Novartispublic affairs at Bayer A.G. beginning in 2006, and before that Mr. Pien held positions of increasing responsibility at GlaxoSmithKline and its predecessor, SmithKline Beecham, at Abbott Laboratories and at Merck & Co. Mr. Pien currently serves on the board of directors of Indivior PLC (as non-executive Chairman), Juno Therapeutics, Inc. (as Chairman), ImmunoGen, Inc. and Vanda Pharmaceuticals, Inc. (as Chairman from 2010 to 2014). Previously, Mr. Pien2008. She has served on the board of directorsAspivix SA, a private medical device company based in Switzerland, since December 2023, and as a board member of ViroPharma Incorporated (as lead independent director), Ikaria Holdings, Inc., PharmaceuticalPluto Health, a private health tech company, since September 2022. She has also served as an investment advisory board member of the Blavatnik Fund at Yale Ventures, since August 2023; a board member of Angelini Ventures, based out of Rome, Italy, since April 2022; and as a member of the Yale Institutional Review Board for oncology since December 2021. Ms. Federer served on the United Nations International Telecommunication Union (ITU) advisory board from July 2016 to July 2018. She began her public health career as an analyst at the Agency for Healthcare Research and ManufacturersQuality in the U.S. Department of America (PhRMA), Biotechnology Innovation Organization (BIO),Health and as an advisor toHuman Services. Ms. Federer received a B.S. from the life sciences practice of Warburg Pincus, a private equity firm. Mr. Pien received his MBA in finance from Carnegie MellonGeorge Washington University and his B.S. in civil engineeringa M.P.H. from Massachusetts Institute of Technology.Yale University. We believe Mr. Pien’sMs. Federer’s qualifications to sit on our Board of Directors include hisher extensive experience working for various pharmaceutical and biotechnology companies.

Michael F. Cola. Mr. Cola has served as a member of our Board of Directors since September 2014. He currently serves as President and Chief Executive Officer of Medgenics, Inc. Prior to joining Medgenics, from 2005 to 2012, he served as president of specialty pharmaceuticals at Shire plc, a global specialty pharmaceutical company. Previously from 2000 to 2005, Mr. Cola also served as a growth capital provider and president of the life sciences group for Safeguard Scientifics, Inc., where he served as Chairman and Chief Executive Officer of Clarient, Inc., and Chairman of Laureate Pharma, Inc. In addition, Mr. Cola has held senior positions in product development and commercialization at AstraMerck and AstraZeneca. Mr. Cola received a B.A. in biology and physics from Ursinus College and an M.S. in biomedical science from Drexel University. He also serves on the board of directors of Vanda Pharmaceuticals Inc. and serves as chairman for the board of governors of the Boys & Girls Clubs of Philadelphia. We believe Mr. Cola’s qualifications to sit on our Board of Directors include his extensive experience working for various pharmaceutical and biotechnology companies.

Kevin P. Starr. Mr. Starr has served as a member of our Board of Directors since September 2011. From October 2011 to August 2013, he also served as our interim Chief Executive Officer. In 2007, Mr. Starr co-founded Third Rock Ventures, a venture capital firm where he remains a partner. Mr. Starr has also been the interim Chief Executive Officer of Decibel Therapeutics since October 2015. From 2003 to 2007, Mr. Starr undertook a number of entrepreneurial endeavors in the life science and entertainment industries. From 2001 to 2002, Mr. Starr served as chief operating officer of Millennium Pharmaceuticals, Inc. He also served as Millennium’s chief financial officer from 1998 to 2002. Mr. Starr currently serves on the board of directors of Agios Pharmaceuticals, Inc., Alnylam Pharmaceuticals, Inc., PanOptica, Inc., MyoKardia, Inc., Global Blood Therapeutics, Inc. and Afferent Pharmaceuticals, Inc. Mr. Starr received an M.S. in corporate finance from Boston College and a B.S./B.A. in mathematics and business from Colby College. Mr. Starr’s qualifications to serve on our Board of Directors include his executive management roles with responsibility over key financial and business planning functions and experience in the formation, development and business strategy of multiple start-up companiesleadership in the life sciences sector.industry and track record of using technology to help improve access and care.

Vote Required and Board of Directors’ Recommendation

Directors will be elected by a plurality of the votes cast by the stockholders entitled to vote on this proposal at the Annual Meeting.Meeting, which means that the two nominees receiving the most votes FOR election will be elected. Broker non-votes will not affect the outcome of the election, and proxies marked to withhold authority with respect to one or more Class II directors will not be treated as votes cast for this purpose and, therefore,nominees will not affect the outcome of the election.election for such nominees.

The proposal for the election of directors relates solely to the election of two Class III directors nominated by our Board of Directors.

Our Board of Directors recommends that stockholders vote FOR“FOR” the election of each of the Class III director nominees listed above.

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CORPORATE GOVERNANCE

Board and Committee Matters

Board Leadership and Independence. Independence.Our Board of Directors has determined that all members of the Board of Directors, except Mr. Greene and Dr. Jonas, and Mr. Starr, are independent, as determined in accordance with the rules of the NASDAQ Stock Market, or NASDAQ.Nasdaq. In making such independence determination, the Board of Directors considered the relationships that each such non-employee director has with us and all other facts and circumstances that the Board of Directors deemed relevant in determining his or her independence, including the beneficial ownership of our capitalcommon stock by each non-employee director. In considering the independence of our directors, our Board of Directors considered the association of our directors with the holders of more than 5% of our common stock. There are no family relationships among any of our directors or executive officers.

The positions of our ChairmanChair of the Board of Directors, (“Chairmanor Chair of the Board”)Board, and Chief Executive Officer are presently separated. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business, while allowing the ChairmanChair of the Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer must devote to histhe position, in the current business environment, as well as the commitment required to serve as the ChairmanChair of the Board, particularly as the Board of Directors’ oversight responsibilities continue to grow. Our Board of Directors also believes that this structure ensures a greater role for the non-management directors in the oversight of our companythe Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board of Directors. Our Board of Directors believes its administration of its risk oversight function has not been affected by its leadership structure. Although our By-lawsBylaws do not require our ChairmanChair of the Board and Chief Executive Officer positions to be separate, our Board of Directors believes that having separate positions is the appropriate leadership structure for us at this time.

Classified Board Structure. Our Board of Directors currently consists of nine members and is currently divided into three classes with Class I consisting of three directors, Class II consisting of two directors and Class III consisting of four directors. In connection with Dr. Paul’s retirement, the authorized number of directors on the Board of Directors will be reduced from nine to eight and the number of Class I directors will be reduced from three to two. Each class has a three-year term. At each annual meeting of our stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. Vacancies on our Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified or his or her earlier resignation or removal.

Our Nominating and Corporate Governance Committee and our Board of Directors continue to believe that our classified board structure remains in the best interests of our business and our stockholders, and a prudent protection for a company of our size and stage of development, for the following key reasons:

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Board Meetings and Committees. Committees.Our Board of Directors held fourten meetings during 2015.2023. The directors regularly hold executive sessions comprised of only independent directors at meetings of the Board of Directors. During 2015,2023, none of our directors then in office attended less than 75% of the aggregate of all meetings of the Board of Directors and all meetings of the committees of our Board of Directors on which such director then served. Continuing directors and nominees for election as directors in a given year are required to attend the annual meeting of our stockholders, barring significant commitments or special circumstances. All of our then-current directors attended the 2023 annual meeting of stockholders.

During 2015, ourOur Board of Directors hadcurrently has four standing committees: Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Science and Technology Committee.

Audit Committee. The current members of the Audit Committee of our Board of Directors, or our Audit Committee, are Elizabeth Barrett, Jessica J. Federer, and James M. Frates. Mr. Frates serves as the Chair of the Audit Committee. Michael F. Cola James Frates and Steven Paul, M.D.previously served as a member of the Audit Committee until January 2024, at which time our Board of Directors appointed Ms. Federer to serve on ourthe Audit Committee, which is chaired by James Frates.Committee. Our Board of Directors has determined that each member of the Audit Committee is independent for Audit Committee purposes as that term is defined in the rules of the SEC and the applicable NASDAQNasdaq rules, and havehas sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Our Board of Directors has designated James M. Frates as an “Audit Committee financial expert,” as defined under the applicable rules of the SEC.

The Audit Committee’s responsibilities include:

Executive SummaryOfficer, from 45% to approximately 55%, and for our Chief Executive Officer from 45% to approximately 53%, as a result of the grant of new PSUs which vest only upon our achievement of certain TSR milestones, which we refer to as the TSR Awards. Granted in March 2023, the TSR Awards are eligible for vesting based on achievement of specific levels of relative stock price performance as measured against the Nasdaq Biotechnology Index, or NBI, at the end of a three-year performance period, as discussed further below. We continued the practice of granting TSR equity awards to our leadership team in 2024.

In September 2023, Dr. Robichaud resigned as our Chief Scientific Officer, a position Dr. Robichaud had served in since Sage’s founding in 2011. In connection with Dr. Robichaud’s resignation, we entered into a separation agreement with him providing for certain severance benefits. As of April 24, 2024, Dr. Robichaud has remained in service to Sage as a scientific consultant and member of our medicinal chemistry and pre-clinical scientific advisory boards.

Stockholder Engagement and Say-on-Pay Vote Results

In evaluating our executive compensation program, our Compensation Committee considers a number of factors, including feedback we receive from our stockholders about our executive compensation program. Our Compensation Committee views stockholder feedback as an important factor in developing and improving our executive compensation program. Our stockholder outreach is a year-round effort by our management to engage with our stockholders in a continuous and meaningful way. Members of our Compensation Committee and our Nominating and Corporate Governance Committee have participated in some of these discussions.

At the 2023 annual meeting of stockholders, our annual say-on-pay proposal for our 2022 compensation program received support from 78.1% of the votes cast by our stockholders on the matter, up from 43.4% support in 2022. Between mid-2023 and early 2024, we solicited feedback from stockholders representing approximately 87% of our outstanding shares based on public filings as of December 31, 2023 and engaged with stockholders then representing approximately 67% of our outstanding shares to seek input on our corporate governance and compensation matters.

Our Compensation Committee and management team carefully evaluated stockholder feedback related to our executive compensation program in the context of our compensation philosophy, objectives, and peer practices. In response to positive stockholder feedback regarding our use of TSR awards in 2023, we have continued a similar practice in 2024,

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Corporate Background and Highlights for 2023

We are a clinical-stage biopharmaceutical company committedwith a mission to developingpioneer solutions to deliver life-changing brain health medicines, so every person can thrive. Alongside our postpartum depression commercial products, we are targeting diseases and commercializing novel medicines to treat life-threateningdisorders of the brain across our clinical development and earlier stage pipeline. Our focus as a company is on brain health, and we are currently targeting two critical central nervous system, or CNS, disorders, where therereceptor systems, GABA and NMDA. The GABA receptor family, which is recognized as the major inhibitory neurotransmitter in the CNS, mediates downstream neurologic and bodily function via activation of GABA_A receptors. The NMDA-type receptors of the glutamate receptor system are inadequate or no approved existing therapies. We are targetinga major excitatory receptor system in the CNS. Dysfunction in these systems is implicated in a broad range of CNS indications where patient populations are easily identified, clinical endpoints are well-defined, and development pathways are feasible.disorders.

Our executiveBecause we have a pay-for-performance philosophy, actual compensation program is designed to:

To achieve these objectives, our Compensation Committee evaluates our executive compensation program with the goal of setting total compensation at levels that align with a total rewards strategy appropriate for our size and stage. Specifically, our Compensation Committee targets total cash compensation for our executive officers, at or near market median for fixed compensation, with opportunity to achieve upper quartile positioning for exceptional company and individual performance. Our Compensation Committee targets total equity incentive compensation forincluding our named executive officers, between the market median and the upper quartile of our peer group, with achievement of exceptional long term company performance resulting in upper quartile value of incentives.

Because we have a pay-for-performance philosophy, actual compensation levels are correlated to the achievement of corporate goals and individual performance. As described below, during 2015, we made significant progress onBelow are our clinical developmentkey business and performance highlights from 2023, which the Compensation Committee and Board considered when assessing the Company’s performance against the 2023 corporate goals for the purposes of funding the Annual Bonus Incentive Plan for 2023 for all employees, including our named executive officers:

Compensation Philosophy and Objectives

Our Compensation Committee believes that a well-designed compensation program should align executive interests with the drivers of growth and stockholder return, including by supporting our achievement of our primary business goals including: commencingand our ability to attract and retain employees whose talents, expertise, leadership, and contributions are expected to build and sustain growth in long-term stockholder value. As a Phase 3 clinical trialresult, we maintain a strong pay-for-performance orientation in our compensation program by making a significant portion of SAGE-547total compensation variable and dependent on performance against goals, by differentiating awards based on individual performance, and, beginning in March 2023, by tying the vesting of certain PSU awards made to our leadership team to specified TSR milestones, all of which are intended to align our compensation program with stockholder interests.

To achieve these objectives, our Compensation Committee regularly reviews our compensation policies and overall program design to ensure that they are aligned with the interests of our stockholders and our business goals, and that the total compensation paid to our employees and directors is fair, reasonable and competitive for our size and stage of development. Specifically, for our executive officers, our Compensation Committee targets base salaries within a market-competitive range for our peer group and targets annual cash bonuses and annual long-term equity incentive awards around the market median for our peer group, with variability in actual payments based on corporate and individual performance.

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Key Performance Factors in Determining Executive Compensation

The biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy research and development period and a rigorous regulatory approval process, including the requirements for multiple phases of human testing and the need to meet a significant number of other government requirements. We are heavily focused on the commercialization of ZURZUVAE for women with PPD, and we continue to focus on advancing our clinical-stage product candidates and on research and development. Accordingly, our Compensation Committee believes that the following performance factors may best support our future growth:

Executive Compensation Elements

Key elements of our compensation programs include the treatment of severe post-partum depression and essential tremor; commencing a Phase 1 clinical trial of SAGE-217 in healthy volunteers; and delivering three new compounds for further development, including an NMDA receptor modulator and two new GABA_A receptor modulators. Based on our performance during 2015 in achieving our goals and in our transitioning to a company with strong value drivers for potential future growth, our Board of Directors assigned a corporate performance rating of 125% with respectfollowing:

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Other Compensation Practices

In addition to our corporate goals for 2015.

Compensation Objectives and Philosophy

Our executive compensation programselements, the following compensation program features are designed to attract, motivate and retain qualified and talented executives, motivating them to achieve our business goals and rewarding them for superior short-term and long-term performance. In particular, our compensation programs are intended to reward the achievement of specified pre-determined quantitative and qualitative corporate and individual performance goals and objectives, and to align the interests of our senior management team with those of our stockholders in order to attain our ultimate objective of increasing stockholder value while delivering important new medicines to patients.

Executive Compensation Elements

The primary elements of our executive compensation program are:team’s interests with stockholder interests and market best practices:

We award annual merit-based increases in base salary based upon an assessment of each executive’s performance, the scope of his or her responsibilities and appropriate benchmarks. We determine annual performance-based cash incentives for our executive officers based on achievement of a combination of corporate goals and individual performance. We typically grant stock options to our executive officers upon commencement of their employment, annually following a review of their individual performance and in connection with any promotion. The mix of compensation components is designed to reward annual results as well as drive long-term company performance and create stockholder value.Target Pay

Our Compensation Committee does 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. Instead, our Compensation Committee exercises its judgment to determine what it believes to be

the appropriate level and mix of the various compensation components, after a rigorous process of reviewing benchmark information provided by Arnosti Consultingthe Compensation Committee’s compensation consultant and other relevant data.data on market practices. We generally strive to provide our executive officers with a balance of short-term and long-term incentives to encourage and reward consistently strong performance. Approximately 88% of our 2023 compensation for our Chief Executive Officer and approximately 73% of our 2023 compensation for our other executive officers, including our other named executive officers, was variable, at risk and based on performance. Ultimately, the objective in allocatingsetting the balance between long-term and currently paidshort-term compensation is to ensure adequate base and short-term incentive compensation to attract and retain talent, while providing incentives to maximize long-term value for our companythe Company and our stockholders.

Roles and Executive Compensation Process

Role of our Compensation Committee – Our Compensation Committee is responsible for, among other things, reviewing and approving, or recommending for approval by our Board of Directors, the compensation of our executive officers and certain other members of our leadership team, including salary, bonus and incentive compensation levels, equity compensation (including awards to induce employment), severance arrangements, change-in-control benefits and other forms of executive officer compensation. A full description of the Compensation Committee’s role and responsibilities is in the Compensation Committee’s written charter, which was adopted by the Board of Directors and is available on our website at http://investor.sagerx.com/corporate-governance.

Goalsetting and Performance Assessment – Annual corporate goals and strategic milestone goals used as PSU vesting triggers are proposed by our leadership team in December of a given year or in the first quarter of the next year, reviewed by our Compensation Committee, and approved by our Board of Directors. During the same period, our Compensation Committee, with the input of the leadership team, evaluates our annual corporate performance against the prior year’s corporate goals, and taking into account other factors relevant to corporate performance, assigns an annual corporate performance rating which is then assessed and approved by the full Board of Directors. Our strategic milestone goals used as PSU vesting triggers are set by our Board of Directors and assessed on an ongoing basis.

Decision Process – Typically during the first quarter of each year, our Compensation Committee determines the compensation for such year for each of the executive officers other than our Chief Executive Officer and submits a compensation recommendation to our Board of Directors for our Chief Executive Officer. Our Board of Directors then determines the compensation for such year for our Chief Executive Officer. The compensation determination for our Chief Executive Officer and our other executive officers, including the amount of any annual equity awards, the amount of any cash incentive payments, and any changes in base salary, are in each case based on the prior year’s overall corporate performance against the established corporate goals, as well as each individual executive officer’s contributions to the achievement of the corporate goals and individual performance. Bonuses paid under our Annual Bonus Incentive Plan are typically paid in the first quarter of the calendar year. Our Compensation Committee may also periodically review the compensation of our executive officers throughout the course of the year.

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Defining and Comparing Compensation to Market Benchmarks

In makingevaluating the total compensation decisions,of our named executive officers, our Compensation Committee reviews publicly available compensation data and subscription survey data provided by Arnosti Consultingour compensation consultant from a peer group of publicly traded, national and regional companies in the biopharmaceutical and biotechnology industries.group. Our Compensation Committee establishes our peer group, based on the recommendation of Arnosti Consulting, using a balance ofconsidered companies with the following criteria:

Based on these criteria when establishing our peer group for 2015, referred2023 compensation decisions:

In addition to as our 2015a peer group wasdetermined using the above criteria, our Compensation Committee also considered companies which list Sage as a peer in their compensation disclosures. The Compensation Committee also uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements.

In determining the 2023 compensation for our named executive officers, our Compensation Committee relied on the following peer group prepared by Alpine and approved by ourthe Compensation Committee in September 2015.2022, which we call our 2023 Peer Group:

Changes as compared to the peer group approved for 2022 included removal of Acceleron Pharmaceuticals, Inc., Biohaven Pharmaceuticals, Inc., Epizyme, Inc. and Global Blood Therapeutics, Inc., each of which was acquired, and bluebird bio and Nektar Therapeutics, each of which fell outside of our market capitalization range criteria. Six

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additional companies meeting our criteria, Amicus Therapeutics, Inc., Apellis Pharmaceuticals, Inc., CRISPR Therapeutics AG, Halozyme Therapeutics, Inc., Mirati Therapeutics, Inc., and Sorrento Therapeutics, Inc., were added to our 2023 Peer Group, for a total of seventeen companies, which the Compensation Committee believed provides a meaningful sample for quality benchmarking.

At the time the 2023 Peer Group was approved, the 30-day average market capitalization of each organization was approximately $3.09 billion, median revenue was $230 million and median research and development expense was $324 million. We believe that the compensation practices of our 2023 Peer Group provided us with appropriate compensation reference points for evaluating the compensation of our named executive officers during 2023. The Compensation Committee also considers other reference points and criteria, including market factors and competition for executive talent, when establishing targeted compensation levels, such as the executive’s experience level, contributions in helping to achieve our goals, individual performance against the executive’s individual goals where applicable, scope of responsibility, skill sets, and leadership potential, as well as our critical needs and succession planning.

Our Compensation Committee reviews the companies in our peer group annually based on Arnosti Consulting’s recommendations regarding which companies should be included in the peer group, and makes adjustments as necessary to ensure the peer group continues to properly reflect the market in which we compete for talented executives. For example, the changes between the 2014 peer groupexecutives and the 2015 peer group were the result of certain companies being acquired, certain companies moving to a different stage of development (revenue and R&D expense) or market capitalization, and other changes to better align the peer group.

We believe that the compensation practices of our 2015 peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our executive officers based on 2015 performance. Notwithstanding the similarities of the 2015 peer group to us, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are, or that possess

greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. Our Compensation Committee takes these factors into account in assessing executive compensation.

To achieve our objectives, our Compensation Committee evaluates our executive compensation program with the goal of setting total compensation at levels that align with a total rewards strategy appropriate for our size and stage. Specifically, our Compensation Committee targets compensation for our executive officers as follows:

Our Compensation Committee may consider other criteria, including market factors; the experience level of the executive responsibilities; the executive’s contributions in helping to achieve established corporate goals; and overall contributions and performance, in determining variations to this general target range.

Key Performance Factors in Determining Executive Compensation

As the biopharmaceutical industry is characterized by a very long product development cycle, including a lengthy research and development period and a rigorous approval phase involving human testing and governmental regulatory approval, many of the traditional benchmarking metrics, such as product sales, revenues and profits are inappropriate for a clinical-stage biopharmaceutical company, such as Sage. Instead, the specific performance factors our Compensation Committee considers when determining the compensation of our named executive officers include:

Annual corporate goals are proposed by our senior management team prior to the beginning of each year, and approved by our Board of Directors. During the last quarter of each year,2024, our Compensation Committee, with the inputadvice of the senior management team, evaluatesAlpine, recommended no change to our corporate performance as compared to the corporate goals,peer group criteria and taking into account other corporate achievements and developments, assigns a corporate performance rating. Our Compensation Committee also evaluates the individual performanceexamined our 2023 Peer Group in light of our executive officers each year, withstage of growth as a commercial company, the inputstage of development of our Boardclinical programs and changes in our market capitalization, among other considerations. With reference to these and other key business metrics, companies whose market capitalization no longer met our criteria and/or whose stage of Directors, indevelopment was no longer comparable to our stage of development were removed and new companies were added to our peer group that better aligned with our stage of development and market capitalization. Exelixis, Inc. and FibroGen, Inc. were removed from our peer group due to their market capitalization not meeting our criteria, and Sorrento Therapeutics, Inc. was removed due to filing for bankruptcy. To replace the case ofcompanies that were removed, six biopharmaceutical companies that met our Chief Executive Officer’s individual performance,peer group criteria—Amylyx Pharmaceuticals, Inc., Axsome Therapeutics, Inc., Cerevel Therapeutics, Inc., Rhythm Pharmaceuticals, Inc., and with the input ofSupernus Pharmaceuticals, Inc.—were added to our Chief Executive Officer, in the case of the evaluation of the other executive officers. After the end of each year,revised peer group. In September 2023, our Compensation Committee determines executive compensation levels, or inapproved the case ofrevised peer group, which we refer to as our Chief Executive Officer, recommends compensation levels to our Board of Directors, based on the overall corporate performance against the established corporate goals, as well as each individual executive officer’s contributions to achievement2024 Peer Group, consisting of the corporate goals and individual performance. In addition, our Compensation Committee may apply its discretion, as it deems appropriate, in determining or recommending executive compensation.following companies:

In line with this process, our Compensation Committee assessed the performance of Jeffrey Jonas, our Chief Executive Officer, in 2015 based on the level of attainment of our corporate goals, and his leadership in execution of our strategic plans resulting in a substantial clinical-stage pipeline with strong drivers for future growth. In assessing the individual performance of our named executive officers, other than our Chief Executive Officer, the Compensation Committee, based on the input of our Chief Executive Officer, considered each such officer’s individual contributions to completion of our corporate goals, and the officer’s individual achievements in helping to build the Company and execute on our strategy. These achievements include the following:

In 2015, our Compensation Committee established the cash bonus opportunity for each member of our senior management team under the 2015 annual incentive program, representing a percentage of each individual’s base salary. The bonus targets for 2015 performance for our named executive officers were 50% for Dr. Jonas, and 35% for each of Dr. Kanes; Dr. Robichaud; Ms. Iguchi; and Mr. Anderson. For 2015, our Chief Executive Officer’s bonus was based entirely on performance relative to corporate goals and the bonus of our other named executive officers was based 80% on corporate goals and 20% on individual performance.

Our Compensation Committee typically grants annual stock option awards, and determines changes in base salary and the amount of any cash incentive payments, at its first regularly scheduled meeting of the new year. Our Compensation Committee may also review the compensation of our executive officers throughout the course of the year. With respect to year-end reviews, any changes in base salary are effective at the beginning of the following year. The cash incentive payments awarded under our 2015 annual incentive bonus program were paid in February 2016.

Base Salary

Base salary is intended to provide compensation for day-to-day performance. The Compensation Committee believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. Base salaries for our executive officers are intended to be competitive with those received by other individuals in similar positions at the companies with which we compete for talent. Base salaries are originally established at the time the executive is hired based on individual experience, skills and expected contributions, our understanding of what executives in similar positions at peer companies are paid, and also negotiations during the hiring process. The base salaries of our executive officers are reviewed annually and may be adjusted to reflect market conditions and our executives’ performance during the prior year as well as theour financial position, of the company, or if there is a change in the scope of the officer’s responsibilities.

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At the beginning of 2015,2023, our Compensation Committee reviewed the base salary and overall compensation paid to Jeffrey Jonas, our Chief Executive Officer. Based on his accomplishments during the prior year and the comparison of his base salary to the base salary of chief executive officers in our 2014 peer group, the Compensation Committee recommended that our Board of Directors approve an increase in the annual base salary paid to Dr. Jonas from $425,000 to $450,000. Our Board of Directors agreed with the recommendation of the Compensation Committee.

At the beginning of 2015, our Compensation Committee approved merit increases in base salary for each of our other named executive officers, serving at that time, based upon the named executive officer’s individual performance and the comparison of his or her base salary to the base salarysalaries of executive officers in comparable positions in our 2014 peer group.2023 Peer Group. Each salary adjustment was retroactive to January 1, 2023. The table below sets forth the adjustments made in 2023 to the 2022 base salary, in dollars and as a percentage, for each of our named executive officers serving at the beginning of 2015:percentage: