UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 12, 2021, Sage Therapeutics, Inc. (the “Company”) and Michael Cloonan, its Chief Operating Officer, agreed that Mr. Cloonan would depart the Company following an agreed upon transition period. On the same date (the “Agreement Date”), the Company and Mr. Cloonan entered into a formal separation agreement (the “Separation Agreement”) pursuant to which Mr. Cloonan’s separation from the Company and resignation from his role as Chief Operating Officer and all other positions he holds as an officer and employee of the Company would become effective May 3, 2021 (the “Separation Date,” and the period from the Agreement Date to the Separation Date, the “Transition Period”).
Under the Separation Agreement, Mr. Cloonan has agreed to continue to serve as an active employee and to perform such additional transition duties as may be requested by the Company during the Transition Period. Mr. Cloonan will continue to receive his base salary as in effect immediately prior to the Agreement Date (his “Base Salary”) and remains eligible to participate in the Company’s benefits plans during the Transition Period.
The Separation Agreement also provides for a release of claims by Mr. Cloonan and non-solicitation, non-competition, non-disclosure and non-disparagement obligations following the Separation Date. Subject to the effectiveness of the release and compliance with such obligations, following the Separation Date, Mr. Cloonan will be entitled to (i) the continuation of his Base Salary until the earlier of eight months following the Separation Date and the date he becomes employed or engaged as a consultant by a third party (such earlier date, the “Cessation Date”) and (ii) the payment of monthly premiums for healthcare coverage under COBRA to the same extent as if he had remained employed by the Company until the earlier of the Cessation Date and the date Mr. Cloonan becomes ineligible for the continuation of such coverage.
The foregoing description of certain terms of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, a copy of which the Company intends to file with the U.S. Securities and Exchange Commission as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 17, 2021 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Jennifer Fitzpatrick | |||||
| Jennifer Fitzpatrick | ||||||
| Vice President, Corporate Counsel | ||||||