DEF 14A of Edgewise Therapeutics, Inc.
Filed Apr 26, 2024 · FY20230001558370-24-005905
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name and Position | Age | Primary Occupation | Committee Memberships | | | | | | | | Audit | Compensation | | Nominating & Corporate Governance | | PETER THOMPSON, M.D. CHAIRPERSON AND CO-FOUNDER | 64 | OrbiMed Advisors LLC, Partner | M | | M | C | | KEVIN KOCH, Ph.D. DIRECTOR | 63 | Edgewise Therapeutics, Inc., Chief Executive Officer | | | | | | JONATHAN FOX, M.D., Ph.D. DIRECTOR | 66 | BridgeBio Pharma, Inc., President and Chief Medical Officer | | | | M |
DIRECTOR NOMINEES
C = Chairperson I M = Member
DIRECTOR NOMINEES
| EDGEWISE THERAPEUTICS | 2 |
DIRECTOR NOMINEES
Board of Directors and Corporate Governance Our business affairs are managed under the direction of our board of directors. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. Our board of directors is committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders. Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. We believe that good governance leads to high board effectiveness, promotes the long-term interests of our stockholders, strengthens the accountability of the board of directors and management, and improves our standing as a trusted member of the communities we serve. The following table sets forth the names and positions of our directors and their ages as of March 31, 2024:
DIRECTOR NOMINEES
| | | | Committee Memberships | | | | Name | Age | Primary or Former Occupation | Audit | Compensation | Nominating & Corporate Governance | | PETER THOMPSON, M.D. CHAIRPERSON AND CO-FOUNDER | 64 | OrbiMed Advisors LLC, Partner | M | M | C | | LAURA BREGE DIRECTOR | 66 | BridgeBio Pharma, Inc., Senior Advisor | C | M | | | BADREDDIN EDRIS, Ph.D. DIRECTOR AND CO-FOUNDER | 37 | SpringWorks Therapeutics, Inc., Chief Operating Officer | | C | | | JONATHAN FOX, M.D., Ph.D. DIRECTOR | 66 | BridgeBio Pharma, Inc., President and Chief Medical Officer | | | M | | KEVIN KOCH, Ph.D. DIRECTOR | 63 | Edgewise Therapeutics, Inc., Chief Executive Officer | | | | | JONATHAN ROOT, M.D. DIRECTOR | 64 | U.S. Venture Partners, Managing Member | M | | M | | ALAN RUSSELL, Ph.D. DIRECTOR AND CO-FOUNDER | 54 | Edgewise Therapeutics, Inc., Chief Scientific Officer | | | |
DIRECTOR NOMINEES
C = Chairperson I M = Member
DIRECTOR NOMINEES
| EDGEWISE THERAPEUTICS | 3 |
BOARD DIVERSITY MATRIX (AS OF APRIL 26, 2024)
BOARD DIVERSITY MATRIX (AS OF APRIL 26, 2024) We believe that our board of directors should consist of individuals reflecting the diversity represented by our employees, customers, and communities in which we operate. The below table provides information related to the composition of our board members and nominees. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).
BOARD DIVERSITY MATRIX (AS OF APRIL 26, 2024)
| Total Number of Directors | 7 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 1 | 5 | - | 1 | | Part II: Demographic Background | | | | | | African American or Black | - | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | - | - | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 1 | 5 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | - | | | | | Did Not Disclose Demographic Background | 1 | | | |
BOARD DIVERSITY MATRIX (AS OF APRIL 26, 2024)
| EDGEWISE THERAPEUTICS | 4 |
NOMINEES FOR CLASS III DIRECTOR
NOMINEES FOR CLASS III DIRECTOR
NOMINEES FOR CLASS III DIRECTOR
| Peter Thompson, M.D. CHAIRPERSON AND CO-FOUNDER | Age: 64 Director since: 2017 Committees: Audit, Compensation and Nominating & Corporate Governance (Chairperson) | | Career Highlights Peter Thompson, M.D., co-founded the Company and has served as a member of our board of directors since May 2017. He has also served as chairperson of our board of directors since August 2017. Dr. Thompson is a Partner at OrbiMed Advisors LLC, an investment firm focused on the healthcare sector, where he previously served as a Venture Partner since joining in September 2010. Dr. Thompson is also the President and Chief Executive Officer of Terremoto Biosciences, Inc. since August 2021. Dr. Thompson previously served as Chief Executive Officer and President of two private companies: Glia Biotherapeutics, Inc. from July 2018 to July 2023 and Terremoto Therapeutics Holdings, LLC from August 2021 to December 2022, Dr. Thompson currently serves on the boards of directors of several public companies, including Alpine Immune Sciences, Inc. (since June 2016), Corvus Pharmaceuticals, Inc. (since November 2014), and ARS Pharmaceuticals Inc. (since April 2016),. Dr. Thompson has previously served on the boards of directors of Janux Therapeutics, Inc., Decibel Therapeutics, Inc., Adaptimmune Therapeutics PLC, Principia Biopharma Inc., PMV Pharmaceuticals, Inc., Prevail Therapeutics, Inc., Sierra Oncology, Inc., and Synthorx Inc. Dr. Thompson also currently serves on the board of directors of several private companies. Dr. Thompson co-founded Silverback Therapeutics, Inc. and Cleave Biosciences Inc. Dr. Thompson also previously served in executive leadership roles at Trubion Pharmaceuticals, Inc., Chiron Corporation, and Becton, Dickinson and Company. Dr. Thompson is an Affiliate Professor of Neurosurgery at the University of Washington. In addition, Dr. Thompson holds numerous patents and is a board-certified internist and oncologist. Dr. Thompson received a Sc. B. in Molecular Biology and Mathematics from Brown University and an M.D. from Brown University Medical School. We believe Dr. Thompson’s experience in management and venture capital in the biopharmaceutical industry provides him with the qualifications and skills to serve as a member of our board of directors. | |
NOMINEES FOR CLASS III DIRECTOR
| Kevin Koch, Ph.D. DIRECTOR | Age: 63 Director since: 2017 | | Career Highlights Kevin Koch, Ph.D., has served as a member of our board of directors since June 2017, as our President and Chief Executive Officer since August 2017 and was our Chief Financial Officer from August 2017 to September 2020. Dr. Koch has also been a Venture Partner with OrbiMed Advisors LLC since 2016. Prior to joining OrbiMed, Dr. Koch acted as a consultant in the biotech industry from September 2015 to May 2016. Prior to acting as a consultant, Dr. Koch was Senior Vice President for Drug Discovery (Chemical and Molecular Therapeutics) from December 2013 to September 2015 at Biogen Inc., a biotechnology company developing treatments for neurological diseases. Prior to joining Biogen, Dr. Koch co-founded Array BioPharma Inc., a clinical-stage pharmaceutical company, in February 1998, was President and Chief Scientific Officer from June 1998 to November 2013, and served on its board of directors from May 1998 to April 2012. Previously, Dr. Koch was Associate Director of Medicinal Chemistry and Project Leader for the Protease Inhibitor and New Leads project teams from May 1995 to May 1998 at Amgen Inc., a biotechnological company addressing diseases with limited treatment options. From September 1988 until May 1995, Dr. Koch held various positions with Pfizer Central Research, a global pharmaceutical company, including Senior Research Investigator and Project Coordinator for the cellular migration and immunology project teams. Dr. Koch currently serves on the board of directors of Neurogastrx, Inc. and previously served on | |
NOMINEES FOR CLASS III DIRECTOR
| EDGEWISE THERAPEUTICS | 5 |
NOMINEES FOR CLASS III DIRECTOR
| the board of directors of Terremoto Biosciences from July 2021 to December 2023, both privately held biotechnology companies. Dr. Koch also previously served as a member of the board of directors of Miragen Therapeutics, Inc., a public biotechnology company advancing new treatments for underserved diseases. Dr. Koch received a B.S. in chemistry and in biochemistry from the State University of New York at Stony Brook and a Ph.D. in organic chemistry from the University of Rochester. We believe Dr. Koch is qualified to serve on our board of directors because of the perspective and experience he provides as our President and Chief Executive Officer, as well as his extensive experience in venture capital and management in the biotechnology industry. |
NOMINEES FOR CLASS III DIRECTOR
| Jonathan Fox, M.D., Ph.D. DIRECTOR | Age: 66 Director since: 2023 Committees: Nominating & Corporate Governance | | Jonathan Fox, M.D., Ph.D., joined our board of directors in March 2023. Dr. Fox has served as the president and Chief Medical Officer for the cardiovascular and renal diseases division at BridgeBio Pharma, Inc., a clinical stage biotechnology company developing novel, genetically targeted therapies since 2016. Prior to that, Dr. Fox served as the Chief Medical Officer of MyoKardia, Inc., a clinical-stage biopharmaceutical company focused on targeted therapies for serious cardiovascular diseases, from 2013 to 2016 and as a senior advisor from 2016 to 2017. Additionally, he worked as a consultant at Nigel-Montgomery, LLC, a technology research and advisory company, from 2012 to 2013 and held various senior positions successively at SmithKline Beecham, Merck Research Laboratories and AstraZeneca from 1998 to 2012. He was also on the faculty of the University of Pennsylvania School of Medicine from 1993 to 2013. Since 2013, he has held an adjunct faculty position at the Stanford University Cardiovascular Institute. Dr. Fox serves on the board at ML BioSolutions, a private company, and is a trustee of the Lankenau Institute for Medical Research, a nonprofit organization. He received his A.B. in biology, his Ph.D. in experimental pathology and his M.D. from the University of Chicago, and completed his training in Internal Medicine and Cardiology at Duke University. Dr. Fox is ABIM Certified in Cardiovascular Diseases and is a Fellow of the American College of Cardiology. We believe Dr. Fox’s strong technical background, experience in cardiovascular clinical development and product approvals and extensive experience in management in the biotechnology industry provides him with the qualifications and skills to serve as a member of our board of directors. | |
NOMINEES FOR CLASS III DIRECTOR
| EDGEWISE THERAPEUTICS | 6 |
CONTINUING CLASS I DIRECTOR
CONTINUING CLASS I DIRECTOR
CONTINUING CLASS I DIRECTOR
| Alan Russell, Ph.D. DIRECTOR, CO-FOUNDER AND CHIEF SCIENTIFIC OFFICER | Age: 54 Director since: 2017 | | Career Highlights Alan Russell, Ph.D., co-founded the Company, and has served as a member of our board of directors since August 2017 and as our Chief Scientific Officer since June 2017. Previously, Dr. Russell was Vice President and Head of the Muscle Metabolism Discovery Performance Unit from September 2014 to June 2017 and Director and Head of Biology of the Muscle Metabolism Discovery Performance Unit from March 2010 to September 2014 at GlaxoSmithKline plc, a multinational pharmaceutical company. Prior to joining GlaxoSmithKline, Dr. Russell was Associate Director of Muscle Biology and Therapeutics from February 2002 to February 2010 at Cytokinetics, Inc., a biopharmaceutical company developing treatments for diseases of impaired muscle function. He has been Adjunct Professor in the Department of Integrative Physiology at the University of Colorado Boulder since November 2017. Dr. Russell received a B.Pharm. in pharmacy and pharmacology and a Ph.D. in cell biology and gene therapy from the University of Bath and was Postdoctoral Fellow at the Stanford University School of Medicine. We believe Dr. Russell is qualified to serve on our board of directors because of the perspective and experience he provides as one of our founders and as our Chief Scientific Officer, his extensive experience in the pharmaceutical sciences as well as his strong scientific knowledge. | |
CONTINUING CLASS II DIRECTORS
CONTINUING CLASS II DIRECTORS
CONTINUING CLASS II DIRECTORS
| Laura A. Brege DIRECTOR | Age: 66 Director since: 2020 Committees: Audit (Chairperson) and Compensation | | Career Highlights Laura A. Brege, has served as a member of our board of directors since December 2020. Ms. Brege was originally recommended for appointment as a director by a non-management director. Ms. Brege has served as Senior Advisor to BridgeBio Pharma, Inc., a biotechnology company developing medicines for genetic diseases, since April 2018. Prior to BridgeBio, Ms. Brege was Managing Director at Cervantes Life Science Partners, LLC, a health care advisory and consulting company, from September 2015 to June 2018. Previously, Ms. Brege was President and Chief Executive Officer from September 2012 to July 2015 and member of the board from September 2012 to July 2015 at Nodality, Inc., a privately held biotechnology company focused on innovative personalized medicine. Prior to Nodality, Ms. Brege held several senior-level positions at Onyx Pharmaceuticals, Inc., from June 2006 to December 2011, including Executive Vice President and Chief Operating Officer. Before Onyx, Ms. Brege was a general partner at Red Rock Capital Management, a venture capital firm, and Senior Vice President and Chief Financial Officer at COR Therapeutics, Inc., a research and development company focused on cardiovascular diseases. Earlier in her career, Ms. Brege served as Vice President and Chief Financial Officer at Flextronics and Vice President and Treasurer of The Cooper Companies. Ms. Brege currently serves as a member of the boards of directors of ACADIA Pharmaceuticals Inc., a biotechnology company developing treatments for neurological diseases, since May 2008, HLS Therapeutics Inc., a specialty pharmaceutical company, since March 2018, Mirum Pharmaceuticals, Inc., a biotechnology company developing treatments for rare liver diseases, since July 2019, and Pacira BioSciences, Inc., a non-opioid pain management company, since June 2011. She previously served as a | |
CONTINUING CLASS II DIRECTORS
| EDGEWISE THERAPEUTICS | 7 |
CONTINUING CLASS II DIRECTORS
| member of the board of directors of Portola Pharmaceuticals, Inc., acquired by Alexion Pharmaceuticals, Inc. in July 2020, Aratana Therapeutics, Inc., Delcath Systems, Inc., and Dynavax Technologies Corporation. Ms. Brege received a B.S. in economics and B.B.A. in government from Ohio University and a M.B.A. from the University of Chicago. We believe Ms. Brege is qualified to serve on our board of directors because of her financial expertise, education and industry background, including her extensive experience as an officer and director of biotechnology companies. |
CONTINUING CLASS II DIRECTORS
| Badreddin Edris, Ph.D. DIRECTOR AND CO-FOUNDER | Age: 37 Director since: 2021 Committees: Compensation (Chairperson) | | Career Highlights Badreddin Edris, Ph.D., has served as a member of our board of directors since February 2021. Dr. Edris was appointed as a director in his capacity as a co-founder. Dr. Edris co-founded the Company and served in an operational role from May 2017 until March 2018 before transitioning into an advisory role. Since January 2021, Dr. Edris has been the Chief Operating Officer of SpringWorks Therapeutics, Inc., a commercial-stage biopharmaceutical company, and was previously the Chief Business Officer of SpringWorks from September 2018 to December 2020. Previously, Dr. Edris was an investment and operating professional on the private equity team at OrbiMed Advisors LLC, a healthcare investment firm, from June 2014 to November 2018. While at OrbiMed, Dr. Edris also co-founded and held an operating role at Silverback Therapeutics, Inc., an OrbiMed portfolio company, where he was Head of Corporate Development from April 2016 to March 2018 and Chief Business Officer from April 2018 to September 2018. Before OrbiMed, Dr. Edris was a management consultant in the healthcare practice at Bain & Co Inc. Dr. Edris received a B.I.S. in microbiology from Weber State University, a M.S. in biology from Stanford University and a Ph.D. in genetics from Stanford University School of Medicine, where he was a National Science Foundation Graduate Research Fellow. We believe Dr. Edris is qualified to serve on our board of directors because of the perspective and experience he provides as a co-founder, his operational experience and his experience in private equity and management consulting in the biotechnology industry. | |
CONTINUING CLASS II DIRECTORS
| Jonathan Root, M.D. DIRECTOR | Age: 64 Director since: 2019 Committees: Audit and Nominating & Corporate Governance | | Career Highlights Jonathan Root, M.D., has served as a member of our board of directors since August 2019. Dr. Root was originally recommended for appointment as a director by U.S. Venture Partners, who purchased securities in the Company’s private financings. Dr. Root has served as the Managing Member of several U.S. Venture Partners’ funds since January 1998. Dr. Root has served as a member of the board of directors of Inari Medical, Inc., a medical technology company focusing on treatment of venous thromboembolism, since September 2011. Previously, Dr. Root has served as a board member for OncoMed Pharmaceuticals, Inc., a public pharmaceutical company developing cancer therapeutics, from August 2004 to April 2019, eFFECTOR Therapeutics, Inc., a public biopharmaceutical company focused on oncology drugs, from April 2014 to February 2022, and Silverback Therapeutics, Inc., a public biopharmaceutical company acquired by ARS Pharmaceuticals in November 2022, from March 2020 to November 2022. Additionally, Dr. Root currently serves on the board of directors of several private companies in the healthcare industry. Dr. Root received a A.B. in economics from Dartmouth College, a M.B.A. from Columbia Business School, and a M.D. from the University of Florida College of Medicine. | |
CONTINUING CLASS II DIRECTORS
| EDGEWISE THERAPEUTICS | 8 |
CONTINUING CLASS II DIRECTORS
| We believe Dr. Root is qualified to serve on our board of directors because of his medical background, experience working in venture capital, and directorship experience in the healthcare industry. |
CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES
CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES In accordance with the Company’s Corporate Governance Guidelines, in its evaluation of director candidates, including the members of the board of directors eligible for re-election, the nominating and corporate governance committee will consider: (a) the current composition of the board of directors, (b) skills that are complimentary to the board of directors and the respective committees of the board of directors, (c) such factors as character, professional ethics and integrity, judgment, business acumen, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, and (d) other factors that the nominating and corporate governance committee may consider appropriate. The nominating and corporate governance committee will also consider gender composition requirements imposed by applicable law. The nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY In February 2021, our board of directors adopted a new compensation policy for our non-employee directors. This policy was developed with input from our compensation committee’s prior independent compensation consultant, Aon, regarding practices and compensation levels at comparable companies. It is designed to attract, retain and reward our non-employee directors. Our board of directors most recently amended the policy in March 2024, which became effective on March 18, 2024. Under this director compensation policy, each non-employee director will receive the cash and equity compensation for his or her services as a member of our board of directors, as described below. We also will reimburse our non-employee directors for reasonable, customary and documented travel expenses to meetings of our board of directors or its committees. The director compensation policy includes a maximum annual limit of $750,000 of cash compensation and equity awards that may be paid, issued or granted to a non-employee director in any fiscal year (increased to $1,000,000 in the fiscal year in which the non-employee director joins the board of directors). For purposes of these limitations, the value of an equity award is based on its grant date fair value. Any cash compensation paid or equity awards granted to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
| EDGEWISE THERAPEUTICS | 15 |
EQUITY COMPENSATION
EQUITY COMPENSATION Initial Award. Each person who first becomes a non-employee director after the effective date of the director compensation policy will receive, on the first trading day on or after the date that the person first becomes a non-employee director, an initial award (the Initial Award) of stock options to purchase shares of our common stock with grant date fair value equal to $500,000 beginning in March 2024 (increased from $300,000 in fiscal 2023), provided that the number of shares subject to an Initial Award will not exceed 50,000. The Initial Award will be scheduled to vest in equal installments as to one thirty-sixth (1/36th) of the shares of our common stock subject to the Initial Award on a monthly basis following the Initial Award’s grant date, on the same day of the month as the grant date, subject to continued services to us through the applicable vesting dates. If the person was a member of our board of directors and also an employee, then becoming a non-employee director due to termination of employment will not entitle the person to an Initial Award. Annual Award. Each non-employee director will receive, on the first trading day immediately after the date of each annual meeting of our stockholders that occurs following the effective date of our non-employee director compensation policy, an annual award (the Annual Award) of stock options to purchase shares of our common stock with grant date fair value equal to $250,000 beginning in March 2024 (increased from $150,000 in fiscal year 2023), provided that the number of shares subject to an Annual Award will not exceed 25,000. Each Annual Award will be scheduled to vest in full upon the first anniversary of the date of grant or, if earlier, the day immediately before the date of the next annual meeting of the Company that occurs after the Annual Award’s grant date, subject to continued services to us through the applicable vesting date. Change in Control. In the event of a change in control, as defined in our 2021 Equity Incentive Plan (2021 Plan) (or its successor plan, as applicable), each non-employee director’s then outstanding equity awards covering shares of our common stock will accelerate vesting in full, provided that he or she remains a non-employee director through the date of the change in control. Other Award Terms. Each Initial Award and Annual Award will be granted under our 2021 Plan (or its successor plan, as applicable) and form of award agreement under such plan. These awards will have a maximum term to expiration of 10 years from their grant and a per share exercise price equal to 100% of the fair market value of a share of our common stock on the award’s grant date.
EQUITY COMPENSATION
| EDGEWISE THERAPEUTICS | 17 |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table presents the total compensation each of our non-employee directors received during the fiscal year ended December 31, 2023.
DIRECTOR COMPENSATION TABLE
| | Fees Earned or | Option | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | Peter Thompson, M.D.(3) | 76,000 | 150,000 | 226,000 | | Laura Brege | 58,000 | 150,000 | 208,000 | | Badreddin Edris, Ph.D. | 43,000 | 150,000 | 193,000 | | Jonathan C. Fox, M.D., Ph.D. | 35,000 | 450,000 | 485,000 | | Jonathan Root, M.D. | 49,500 | 150,000 | 199,500 |
DIRECTOR COMPENSATION TABLE
| 1.) | For fiscal 2023, none of our non-employee directors elected to receive their annual cash retainer in the form of Retainer Awards. |
DIRECTOR COMPENSATION TABLE
| 2.) | The amounts disclosed represent the aggregate grant date fair value of the award as calculated in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in Note 2 to our audited financial statements filed on the Annual Report on Form 10-K for 2023. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards. |
DIRECTOR COMPENSATION TABLE
| 3.) | For each non-employee director, the aggregate number of shares subject to the non-employee director’s options that were outstanding as of December 31, 2023, is as follows: (i) 64,210 for Dr. Thompson, (ii) 162,846 for Ms. Brege, (iii) 179,681 for Dr. Edris, (iv) 65,854 for Dr. Fox, and (v) 64,210 for Dr. Root. |
DIRECTOR COMPENSATION TABLE
| 4.) | Dr. Thompson is a Partner at OrbiMed Advisors LLC. The fees he received for his service as a member of the Board through December 31, 2023 were paid to OrbiMed Advisors LLC. |
DIRECTOR COMPENSATION TABLE
| EDGEWISE THERAPEUTICS | 18 |
DIRECTOR COMPENSATION TABLE
Proposal 1: Election of Directors
DIRECTOR COMPENSATION TABLE
| | “FOR” each of the nominees set forth below. | | What am I voting on and how should I vote? | You are being asked to elect three (3) directors at the Annual Meeting. Each of the directors elected at the Annual Meeting will commence their term at the end of the Annual Meeting until 2027, or until a successor has been elected and qualified, or until such director’s earlier resignation or removal. We believe that each of the nominees brings a set of experience and qualifications that positions our board of directors well to lead the Company in the best interest of stockholders. The board of directors therefore recommends you vote “FOR” each of the nominees set forth below. |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth information regarding the compensation of our named executive officers for the fiscal years ended December 31, 2023 and December 31, 2022:
SUMMARY COMPENSATION TABLE
| | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | Name and | | Salary | Awards | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Kevin Koch, Ph.D. | 2023 | 594,880 | — | 3,070,335 | 297,440 | 13,200 | 3,975,855 | | President and | 2022 | 572,000 | 249,375 | 4,193,069 | 328,900 | 12,200 | 5,355,544 | | Chief Executive Officer | | | | | | | | | Behrad Derakhshan, Ph.D. | 2023 | 446,667 | — | 1,125,650 | 184,000 | — | 1,756,317 | | Chief Business | 2022 | 416,000 | 124,688 | 1,524,621 | 191,360 | — | 2,256,669 | | Officer | | | | | | | | | Joanne M. Donovan, M.D., Ph.D. | 2023 | 488,000 | — | 1,020,444 | 195,200 | 13,200 | 1,716,844 | | Chief Medical Officer | 2022 | 468,000 | 249,375 | 1,829,590 | 215,280 | 12,200 | 2,774,445 |
SUMMARY COMPENSATION TABLE
| 1.) | The dollar value of the restricted stock unit (“RSU”) awards shown in the “Stock Awards” column represents the grant date fair value calculated on the basis of the fair market value of the underlying shares of common stock on the grant date in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the award disclosed in this column are set forth in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable RSU awards. |
SUMMARY COMPENSATION TABLE
| 2.) | The dollar value of the stock option awards shown in the “Option Awards” column represents the grant date fair value as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value disclosed in this column are set forth in Note 2 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 22, 2024. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable stock option awards. |
SUMMARY COMPENSATION TABLE
| 3.) | The 2022 amounts disclosed represent a bonus under our 2022 bonus plan based upon the achievement of company objectives for the year ended December 31, 2022, which was paid in the first quarter of 2023. The 2023 amounts disclosed represent a bonus under our 2023 bonus plan based upon the achievement of company objectives for the year ended December 31, 2023, which were paid in the first quarter of 2024. Our bonus plans are more fully described below under the sections titled “Non-equity incentive plan compensation” and “2023 bonus plan”. |
SUMMARY COMPENSATION TABLE
| 4.) | The amounts reflect employer matching contributions under our Section 401(k) plan. |
SUMMARY COMPENSATION TABLE
| EDGEWISE THERAPEUTICS | 30 |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2023:
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| | Option Awards | | | | | Stock Awards | | | | | Number of | | | | | | | | | Securities | Number of | | | Number of | | | | | Underlying | Securities | | | Shares or | | | | | Unexercised | Underlying | Option | | Units of Stock | Market Value of | | | | Options | Options | Exercise | Option | That Have Not | Shares or | | | Grant | Exercisable | Unexercisable | Price | Expiration | Vested | Units Vested | | Name | Date(1) | (#) | (#) | ($)(2) | Date | (#) | ($)(3) | | Kevin Koch | 8/9/2017(4) | 51,181 | — | 0.18 | 8/8/2027 | — | — | | | 11/16/2018(5) | 178,711 | — | 0.45 | 11/15/2028 | — | — | | | 11/15/2019(6) | 491,865 | — | 0.64 | 11/14/2029 | — | — | | | 9/2/2020(7) | 308,955 | 71,319 | 0.71 | 9/1/2030 | — | — | | | 12/16/2020(8) | 498,218 | 166,074 | 1.93 | 12/15/2030 | — | — | | | 8/17/2021(9) | 233,333 | 166,667 | 16.38 | 8/17/2031 | — | — | | | 5/1/2022(10) | — | — | — | — | 20,834 | 227,924 | | | 8/8/2022(11) | 183,333 | 366,667 | 10.39 | 8/8/2032 | — | — | | | 8/17/2023(12) | 50,000 | 550,000 | 7.08 | 8/17/2033 | | | | Behrad Derakhshan | 9/22/2020(13) | 234,121 | 54,042 | 0.71 | 9/21/2030 | — | — | | | 12/16/2020(8) | 116,261 | 38,756 | 1.93 | 12/15/2030 | — | — | | | 8/17/2021(9) | 81,666 | 58,334 | 16.38 | 8/17/2031 | — | — | | | 5/1/2022(10) | — | — | — | — | 10,417 | 113,962 | | | 8/8/2022(11) | 66,666 | 133,334 | 10.39 | 8/8/2032 | — | — | | | 8/17/2023(12) | 18,333 | 201,667 | 7.08 | 8/17/2033 | | | | Joanne Donovan | 4/30/2021(14) | 106,666 | 53,334 | 28.64 | 4/30/2031 | — | — | | | 8/17/2021(9) | 93,333 | 66,667 | 16.38 | 8/17/2031 | — | — | | | 5/1/2022(10) | — | — | — | — | 20,834 | 227,924 | | | 8/8/2022(11) | 80,000 | 160,000 | 10.39 | 8/8/2032 | — | — | | | 8/17/2023(12) | 16,666 | 183,334 | 7.08 | 8/17/2033 | | |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| EDGEWISE THERAPEUTICS | 31 |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 1.) | Each of the outstanding options to purchase shares of our common stock granted between August 9, 2017 through February 4, 2021, inclusive, was granted pursuant to our 2017 Equity Incentive Plan, as amended. Each of the outstanding options to purchase shares of our common stock and the outstanding awards of RSUs covering shares of our common stock granted since April 30, 2021, inclusive, was granted pursuant to our 2021 Equity Incentive Plan, as amended. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 2.) | This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors, for stock options granted through February 4, 2021. For stock options granted on or after March 24, 2021 the price in this column is the Nasdaq stock closing price on the date of grant. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 3.) | This column represents the market value of the shares of our common stock underlying the RSUs as of December 31, 2023, based on the closing price of our common stock of $10.94 per share. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 4.) | The option vested as to 1/48th of the shares of our common stock underlying it in monthly installments beginning July 13, 2017, subject to the named executive officer’s rendering at least four days per week of services to us during each such month. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 5.) | The option vested as to 1/4th of the shares of our common stock underlying it on November 2, 2019, and 1/48th of the shares of our common stock underlying the option in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 6.) | The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning November 16, 2019, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 7.) | The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning October 2, 2020, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 8.) | The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning January 3, 2021, subject to the named executive officer's continued service through each vesting date. In the event that the named executive officer’s employment is terminated without “cause,” the named executive officer has terminated his services for “good reason,” or we undergo a “change of control” (as such terms are defined in the option agreement), then the shares that would have vested during the 12 month period immediately following the effective date of such termination or change of control will become vested upon the date that a release and waiver of claims in a form acceptable to the Company and signed by the named executive officer is no longer revocable by the named executive officer. Additionally, in the event that the Company undergoes a change of control, and upon or within 30 days prior to or within 12 months after such change of control, the named executive officer is terminated without cause or terminates his services for good reason, then upon the date that a release and waiver of claims in a form acceptable to the Company and signed by the named executive officer is no longer revocable by the named executive officer, 100% of the then-unvested shares underlying the option will be deemed exercisable and no longer subject to vesting requirements. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 9.) | The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 17, 2021, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 10.) | The award of RSUs vests as to 1/3rd of the shares of our common stock underlying it in annual installments beginning May 1, 2023, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| EDGEWISE THERAPEUTICS | 32 |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 11.) | The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 8, 2022, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 12.) | The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 17, 2023, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 13.) | The option vested as to 1/4th of the shares of our common stock underlying it on September 1, 2021, and 1/48th of the shares of our common stock underlying the option in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| 14.) | The option vests as to 1/4th of the shares of our common stock underlying it on April 26, 2022, and 1/48th of the shares of our common stock underlying the option in monthly installments after the initial vesting date, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2023 YEAR END
| EDGEWISE THERAPEUTICS | 33 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN
| ● | 100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels for the relevant performance period(s). |