DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMIS

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

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Sage Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

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

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

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

SAGE THERAPEUTICS, INC.

215 FIRST STREET

CAMBRIDGE, MA 02142

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

We invite you to attend the 2023 Annual Meeting of Stockholders, or Annual Meeting, of Sage Therapeutics, Inc. (referred to as “we,” “us,” the “Company” or “Sage”) which will be held online via live webcast on Thursday, June 15, 2023, at 8:30 a.m. Eastern Time. You may attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/SAGE2023, 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 Annual Meeting is to take the following actions:

to elect four directors, Michael F. Cola, Barry E. Greene, Jeffrey M. Jonas, M.D., and Jessica J. Federer, each to serve as a Class III director until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, or removal;

to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

to hold a non-binding advisory vote to approve the compensation paid to our named executive officers;

to approve an amendment to our 2014 Employee Stock Purchase Plan, as amended, or the 2014 ESPP, to increase the number of shares of our common stock authorized for issuance under the 2014 ESPP by 500,000 shares; and

to transact such other business as may properly come before the meeting or any and all adjournments or postponements thereof.

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 17, 2023, will be entitled to vote at the Annual 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 have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s, or SEC’s, “notice and access” rules. On or about April 27, 2023, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials, or Notice, containing instructions on how to access our proxy materials, including our proxy statement and our 2022 Annual Report to Stockholders, or 2022 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 our annual meeting. The Notice also instructs you on how to submit your proxy or voting instructions through the Internet.

The Notice also contains instructions on how to request a paper copy of our proxy materials and our 2022 Annual Report. Other stockholders, in accordance with their prior requests, have received e-mail access to our proxy materials and instructions to submit their vote via the Internet, or have been mailed paper copies of our proxy materials and a proxy card or voting instruction form.

Your vote is important. Whether or not you plan to participate in the virtual Annual Meeting, we hope you will take the time to vote your shares. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting.

By Order of the Board of Directors,

/s/ Barry E. Greene

Chief Executive Officer and Director

April 27, 2023

TABLE OF CONTENTS


PROXY STATEMENT
PROXY STATEMENT SUMMARY			1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			6
OVERVIEW OF PROPOSALS			11
PROPOSAL 1: ELECTION OF DIRECTORS			12
CORPORATE GOVERNANCE			18
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			31
PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			33
PROPOSAL 4: AMENDMENT TO THE 2014 EMPLOYEE STOCK PURCHASE PLAN			34
TRANSACTION OF OTHER BUSINESS			37
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION			38
CEO PAY RATIO			70
PAY VERSUS PERFORMANCE			71
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			74
EXECUTIVE OFFICERS			77
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			79
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			80
HOUSEHOLDING OF PROXY MATERIALS			81

LOGO

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


Date:		Thursday, June 15, 2023
Time:		8:30 a.m. Eastern Time
Location:		Online at www.virtualshareholdermeeting.com/SAGE2023
		Because the Annual Meeting is being held virtually, you will not be able to attend the Annual Meeting in person.
Record Date:		April 17, 2023

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 14, 2023.	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 14, 2023.	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 14, 2023.	You may vote during the Annual Meeting by going to: www.virtualshareholdermeeting.com/SAGE2023. 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/SAGE2023 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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Any stockholder as of the record date may listen to the Annual Meeting and participate live via webcast at www.virtualshareholdermeeting.com/SAGE2023.

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To enter the Annual Meeting, please have your 16-digit control number ready, which is available on your Notice, proxy card or voting instruction form.

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You may vote and submit questions during the Annual Meeting by following the instructions on the log-in page for the webcast.

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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 the Annual Meeting for assistance.

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.


	More Information	Board of Directors Recommendation

PROPOSAL 1: Election of Four Class III Directors	Page 12	FOR each nominee
PROPOSAL 2: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	Page 31	FOR
PROPOSAL 3: Advisory vote to approve the compensation paid to our named executive officers	Page 33	FOR
PROPOSAL 4: Approval of an amendment to the 2014 ESPP to increase the number of shares of our common stock authorized for issuance under the 2014 ESPP by 500,000 shares	Page 34	FOR

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 stockholder outreach program to solicit and understand our stockholders’ perspectives on our executive compensation, corporate governance and disclosure practices. 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.

Between mid-2022 and early 2023, we solicited feedback from stockholders representing approximately 86% of our outstanding shares based on public filings as of December 31, 2022 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, diversity, and our environmental, social and governance, or ESG, strategy. 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.

LOGO

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:


Governance Highlights
• All of our directors are independent, other than Barry E. Greene, our Chief Executive Officer, and Jeffrey M. Jonas, M.D., our former Chief Innovation Officer		• We have an independent Chair of our Board of Directors that is separate from the Chief Executive Officer position
• We have adopted a robust Code of Business Conduct and Ethics, called our Values Code and which we refer to in this Proxy Statement as our Values Code, and Corporate Governance Guidelines. We made updates to our Values Code in 2022 to better align with our corporate values and mission statement. Our Values Code and Corporate Governance Guidelines are each published on our website at http://investor.sagerx.com/corporate-governance		• All of our directors attended at least 75% of board and committee meetings in 2022, and on average our directors had a 94% attendance rate


Governance Highlights
• 100% independence among members of our Audit, Compensation and Nominating and Corporate Governance Committees		• All of our directors meet the director commitment recommendations set forth by the proxy advisory firm Institutional Shareholder Services (ISS) and all but one of our directors meet the director commitment recommendations set forth by proxy advisory firm Glass Lewis
• In December 2022, the Board of Directors amended our Nominating and Corporate Governance Committee charter to include a requirement to instruct any search firm that it engages in a search for Board candidates to include qualified candidates with diversity of race, ethnicity or gender in the pool of candidates for every open board seat, after adopting a director recruitment policy to this effect earlier in 2022; throughout 2022, we joined various organizations in an effort to increase diversity in the director candidate pool and ultimately on our Board of Directors		• We increased the proportion of equity awards granted as performance restricted stock units, or PSUs, with vesting based on achievement of long-term goals, with this increase applying to our Chief Executive Officer and our other executive officers, commencing with 2022 compensation; in 2023, we further increased the proportion of equity awards granted as PSUs for our leadership team, with a portion of such PSUs vesting only upon our achievement of certain total stockholder return, or TSR, milestones
• We seek annual advisory approval of executive compensation by our stockholders		• We conduct regular executive sessions of independent directors at meetings of our Board of Directors
• We adopted a compensation recoupment policy, or clawback policy, in 2022 with a three-year look-back period		• We have adopted executive and non-employee director stock ownership guidelines, overseen by our Compensation Committee
• We do not have a stockholder rights plan, a takeover defense commonly referred to as a “poison pill”		• Our Board of Directors and each of its committees conduct periodic self-evaluations of the Board of Directors and its committees
• Our independent directors conduct an annual evaluation of our Chief Executive Officer		• We prohibit our insiders, including our executive team, from pledging our securities or purchasing our securities on margin

Nominees for Class III Directors

The names of the nominees for Class III directors and certain information about each as of April 17, 2023, are set forth below.



Name	Director Since	Age	Independent
Michael F. Cola	2014	63	Yes
Barry E. Greene	2020	59	No
Jeffrey M. Jonas, M.D.	2013	70	No
Jessica J. Federer	2023	40	Yes

We believe Mr. Cola’s qualifications to sit on our Board of Directors include his extensive experience working for various pharmaceutical and biotechnology companies. 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. We believe Dr. Jonas’ qualifications to serve on our Board of Directors include his over 25 years of experience on both the scientific and business sides of the pharmaceutical and healthcare industries, particularly in the central nervous system field, including his past experience serving as Chief Executive Officer and Chief Innovation Officer at Sage. We believe Ms. Federer’s qualifications to sit on our Board of Directors include her extensive experience and leadership in the life sciences industry and track record of using technology to help improve access to and provision of healthcare services.

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 individual performance. We had a number of major accomplishments in 2022, 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 2022 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.”

Select 2022 Business Highlights

• In December 2022, we and our collaboration partner, Biogen (as defined below), completed submission of a new drug application, or NDA, to the U.S. Food and Drug Administration, or FDA, seeking approval of zuranolone for the treatment of both major depressive disorder, or MDD, and postpartum depression, or PPD, which was accepted for filing and granted priority review by the FDA in February 2023, with a Prescription Drug User Fee Act, as amended, or PDUFA, target action date of August 5, 2023.

• In February 2022, we announced that the CORAL Study, a placebo-controlled Phase 3 clinical trial evaluating a two-week course of zuranolone 50 mg, when co-initiated with a newly administered open-label standard antidepressant therapy, or ADT, compared with open-label standard of care ADT co-initiated with placebo, as an acute rapid response treatment in patients with MDD, met its primary endpoint and key secondary endpoint.

• In 2022, we achieved multiple development milestones evaluating SAGE-718, including:

^○ commencement of the placebo-controlled Phase 2 DIMENSION Study and Phase 2 SURVEYOR Study, and the

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SEC Form DEF 14A filed by Sage Therapeutics Inc.