DEF 14A of Edgewise Therapeutics, Inc.
Filed Apr 29, 2025 · FY20240001558370-25-005845
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name and Position | Age | Primary Occupation | Committee Memberships | | | | | | | | Audit | Compensation | | Nominating & Corporate Governance | | ALAN RUSSELL, Ph.D. DIRECTOR AND CO-FOUNDER | 55 | Edgewise Therapeutics, Inc., Chief Scientific Officer | | | | | | ARLENE MORRIS DIRECTOR | 73 | Willow Advisors, Chief Executive Officer | M | | M | |
DIRECTOR NOMINEES
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, 2025:
DIRECTOR NOMINEES
| | | | Committee Memberships | | | | Name | Age | Primary or Former Occupation | Audit | Compensation | Nominating & Corporate Governance | | PETER THOMPSON, M.D. CHAIRPERSON AND CO-FOUNDER | 65 | OrbiMed Advisors LLC, Partner | | | C | | LAURA BREGE DIRECTOR | 67 | BridgeBio Pharma, Inc., Senior Advisor | C | M | | | BADREDDIN EDRIS, Ph.D. DIRECTOR AND CO-FOUNDER | 38 | SpringWorks Therapeutics, Inc., Chief Operating Officer | | C | | | JONATHAN FOX, M.D., Ph.D. DIRECTOR | 67 | BridgeBio Pharma, Inc., President and Chief Medical Officer | | | M | | KEVIN KOCH, Ph.D. DIRECTOR | 64 | Edgewise Therapeutics, Inc., Chief Executive Officer | | | | | ARLENE MORRIS DIRECTOR | 73 | Willow Advisors, LLC, Chief Executive Officer | M | M | | | JONATHAN ROOT, M.D. DIRECTOR | 65 | U.S. Venture Partners, General Partner | M | | M | | ALAN RUSSELL, Ph.D. DIRECTOR AND CO-FOUNDER | 55 | Edgewise Therapeutics, Inc., Chief Scientific Officer | | | |
DIRECTOR NOMINEES
C = Chairperson I M = Member
DIRECTOR NOMINEES
| EDGEWISE THERAPEUTICS | 3 |
BOARD DIVERSITY MATRIX (AS OF APRIL 29, 2025)
BOARD DIVERSITY MATRIX (AS OF APRIL 29, 2025) 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 29, 2025)
| Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 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 | 2 | 5 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | - | | | | | Did Not Disclose Demographic Background | 1 | | | |
BOARD DIVERSITY MATRIX (AS OF APRIL 29, 2025)
| EDGEWISE THERAPEUTICS | 4 |
NOMINEES FOR CLASS I DIRECTOR
NOMINEES FOR CLASS I DIRECTOR
NOMINEES FOR CLASS I DIRECTOR
| Alan Russell, Ph.D. DIRECTOR, CO-FOUNDER AND CHIEF SCIENTIFIC OFFICER | Age: 55 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. | |
NOMINEES FOR CLASS I DIRECTOR
| EDGEWISE THERAPEUTICS | 5 |
NOMINEES FOR CLASS I DIRECTOR
| Arlene M. Morris DIRECTOR | Age: 73 Director since: 2024 Committees: Audit and Compensation | | Career Highlights Arlene M. Morris has served as a member of our board of directors since May 2024. Ms. Morris has served as Chief Executive Officer of Willow Advisors, LLC, a consultancy advising biotech companies on financing, strategy, and business development since May 2015. From April 2012 until May 2015, Ms. Morris served as the chief executive officer of Syndax Pharmaceuticals, Inc., a privately held oncology company focused on the development and commercialization of therapies for treatment-resistant cancers. From June 2003 to January 2011, Ms. Morris served as the president, chief executive officer, and a member of the board of directors of Affymax, Inc., a development-stage biopharmaceutical company. Ms. Morris also held various management and executive positions at Clearview Projects, Inc., a corporate advisory firm; Coulter Pharmaceutical, Inc., a publicly traded pharmaceutical company; Scios Inc., a biopharmaceutical company focused on cardiovascular and inflammatory diseases; and Johnson & Johnson, a publicly traded healthcare company. She is currently a member of the board of directors of Palatin Technologies, a publicly traded biotechnology company focused on the inflammatory and autoimmune diseases since June 2015; Viridian Therapeutics, Inc., a publicly traded company developing therapies for serious and rare diseases since January 2018; TC BioPharm PLC, a publicly traded biopharmaceutical company focused on therapies for cancer treatment since September 2021; and Cogent Biosciences, Inc., a publicly traded biopharmaceutical company focused on genetically defined diseases since July 2019. She currently serves as a board chair for the Foundation for Research and Development at the Medical University of South Carolina and as a trustee of Carlow University. Ms. Morris received a B.A. in biology and chemistry from Carlow College. We believe Ms. Morris is qualified to serve on our board of directors because of her industry experience and expertise from past and continued service on boards of directors of publicly traded biotechnology companies, which enable her to contribute important strategic insight to our board of directors. | |
NOMINEES FOR CLASS I DIRECTOR
| EDGEWISE THERAPEUTICS | 6 |
NOMINEES FOR CLASS I DIRECTOR
| CONTINUING CLASS II DIRECTORS | | | Laura A. Brege DIRECTOR | Age: 67 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, 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 member of the board of directors of Portola Pharmaceuticals, Inc., acquired by Alexion Pharmaceuticals, Inc. in July 2020, Aratana Therapeutics, Inc., Delcath Systems, Inc., HLS Therapeutics Inc., a pharmaceutical company 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. | |
NOMINEES FOR CLASS I DIRECTOR
| EDGEWISE THERAPEUTICS | 7 |
NOMINEES FOR CLASS I DIRECTOR
| 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 focused on severe rare diseases and cancer, 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. | |
NOMINEES FOR CLASS I DIRECTOR
| 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 has served as the General Partner of U.S. Venture Partners, a venture capital investment firm, and Managing Member of several U.S. Venture Partners’ funds since January 1998. Previously, Dr. Root served as a board member of Inari Medical, Inc., a medical technology company focusing on treatment of venous thromboembolism acquired by Stryker Corporation in February 2025, from September 2011 to February 2025, OncoMed Pharmaceuticals, Inc., a biopharmaceutical company developing cancer therapeutics, from August 2004 to April 2019, eFFECTOR Therapeutics, Inc., a pharmaceutical company developing cancer therapeutics, from April 2014 to February 2022, and Silverback Therapeutics, Inc., a biopharmaceutical company developing cancer treatment therapies 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 an A.B. in economics from Dartmouth College, an M.D. from the University of Florida College of Medicine and an M.B.A. from Columbia Business School. 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. | |
NOMINEES FOR CLASS I DIRECTOR
| EDGEWISE THERAPEUTICS | 8 |
CONTINUING CLASS III DIRECTORS
CONTINUING CLASS III DIRECTORS
CONTINUING CLASS III DIRECTORS
| Peter Thompson, M.D. CHAIRPERSON AND CO-FOUNDER | Age: 65 Director since: 2017 Committees: 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 Chairman of Terremoto Biosciences, Inc., a biotechnology company developing targeted therapeutics, since August 2024, where he previously served as President and Chief Executive Officer from August 2021 to August 2024. Dr. Thompson previously served as Chief Executive Officer and President of two private companies: Glia Biotherapeutics, Inc., a biopharmaceutical company targeting glia-mediated pathways from July 2018 to July 2023 and Terremoto Therapeutics Holdings, LLC, a drug discovery and development company from August 2021 to December 2022. Dr. Thompson currently serves on the boards of directors of several public companies, including Sionna Therapeutics, Inc. (since February 2022), Corvus Pharmaceuticals, Inc. (since November 2014), and ARS Pharmaceuticals Inc. (since April 2016). Dr. Thompson has previously served on the boards of directors of Alpine Immune Sciences, Inc., 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. | |
CONTINUING CLASS III DIRECTORS
| Kevin Koch, Ph.D. DIRECTOR | Age: 64 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, a healthcare investment firm, 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 | |
CONTINUING CLASS III DIRECTORS
| EDGEWISE THERAPEUTICS | 9 |
CONTINUING CLASS III DIRECTORS
| the cellular migration and immunology project teams. Dr. Koch currently serves on the board of directors of Neurogastrx, Inc. and previously served on 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. |
CONTINUING CLASS III DIRECTORS
| Jonathan Fox, M.D., Ph.D. DIRECTOR | Age: 67 Director since: 2023 Committees: Nominating & Corporate Governance | | Career Highlights 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, a pharmaceutical manufacturing company, Merck Research Laboratories, the research and development division of Merck & Co., Inc., and AstraZeneca, a biopharmaceutical company focused on oncology, rare diseases, and various biopharmaceutical applications, 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 focused on developing an oral treatment for limb girdle muscular dystrophy, 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. | |
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 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 April 2025. 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 | 17 |
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 a grant date fair value equal to $700,000 (increased from $500,000, effective January 1, 2025, and previously increased from $300,000, effective March 2024), provided that the number of shares subject to an Initial Award will not exceed 60,000 (increased from 50,000, effective January 1, 2025). 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 $350,000 (increased from $250,000 effective January 1, 2025, and previously increased from $150,000, effective March 2024), provided that the number of shares subject to an Annual Award will not exceed 30,000 (increased from 25,000, effective January 1, 2025). Each Annual Award will be scheduled to vest in full upon the first anniversary of the date of grant or, if earlier, the day immediately before the date of the next annual meeting of the Company that occurs after the Annual Award’s grant date, subject to continued services to us through the applicable vesting date. Change in Control. In the event of a change in control, as defined in our 2021 Equity Incentive Plan (2021 Plan) (or its successor plan, as applicable), each non-employee director’s then outstanding equity awards covering shares of our common stock will accelerate vesting in full, provided that he or she remains a non-employee director through the date of the change in control. Other Award Terms. Each Initial Award and Annual Award will be granted under our 2021 Plan (or its successor plan, as applicable) and form of award agreement under such plan. These awards will have a maximum term to expiration of 10 years from their grant and a per share exercise price equal to 100% of the fair market value of a share of our common stock on the award’s grant date.
EQUITY COMPENSATION
| EDGEWISE THERAPEUTICS | 19 |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table presents the total compensation each of our non-employee directors received during the fiscal year ended December 31, 2024.
DIRECTOR COMPENSATION TABLE
| | Fees Earned or | Option | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | Peter Thompson, M.D.(3) | 79,150 | 247,738 | 326,888 | | Laura Brege | 59,579 | 247,738 | 307,317 | | Badreddin Edris, Ph.D. | 48,227 | 247,738 | 295,965 | | Jonathan C. Fox, M.D., Ph.D. | 43,579 | 247,738 | 291,317 | | Arlene M. Morris(5) | 34,426 | 747,391 | 781,817 | | Jonathan Root, M.D. | 51,079 | 247,738 | 298,817 |
DIRECTOR COMPENSATION TABLE
| 1.) | For fiscal 2024, 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 included in our Form 10-K. 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, 2024, is as follows: (i) 84,804 for Dr. Thompson, (ii) 173,440 for Ms. Brege, (iii) 200,275 for Dr. Edris, (iv) 86,448 for Dr. Fox, (v) 54,905 for Ms. Morris, and (vi) 84,804 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, 2024 were paid to OrbiMed Advisors LLC. |
DIRECTOR COMPENSATION TABLE
| 5.) | Ms. Morris joined our board of directors on May 6, 2024. |
DIRECTOR COMPENSATION TABLE
| EDGEWISE THERAPEUTICS | 20 |
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 two (2) 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 2028, 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, 2024 and 2023:
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. | 2024 | 618,675 | 1,225,469 | 5,300,903 | 442,353 | 13,800 | 7,601,200 | | President and | 2023 | 594,880 | — | 3,070,335 | 297,440 | 13,200 | 3,975,855 | | Chief Executive Officer | | | | | | | | | Joanne M. Donovan, M.D., Ph.D. | 2024 | 507,520 | 394,281 | 1,705,376 | 303,497 | 13,800 | 2,924,474 | | Chief Medical Officer | 2023 | 488,000 | — | 1,020,444 | 195,200 | 13,200 | 1,716,844 | | Behrad Derakhshan, Ph.D. | 2024 | 478,400 | 394,281 | 1,705,376 | 310,960 | 7,176 | 2,896,193 | | Chief Operating | 2023 | 446,667 | — | 1,125,650 | 184,000 | — | 1,756,317 | | Officer | | | | | | | |
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 4 to our audited financial statements included in our Form 10-K. 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 4 to our audited financial statements included in our Annual Report on Form 10-K. 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 2024 amounts disclosed represent a bonus under our 2024 bonus plan based upon the achievement of company objectives for the year ended December 31, 2024, which were paid in the first quarter of 2025. Our 2024 bonus plan is more fully described below under the sections titled “Non-equity incentive plan compensation” and “2024 bonus plan”. |
SUMMARY COMPENSATION TABLE
| 4.) | The amounts reflect employer matching contributions under our 401(k) plan. |
SUMMARY COMPENSATION TABLE
| EDGEWISE THERAPEUTICS | 32 |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR END
OUTSTANDING EQUITY AWARDS AT 2024 YEAR END The following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December 31, 2024:
OUTSTANDING EQUITY AWARDS AT 2024 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) | 380,274 | — | 0.71 | 9/1/2030 | — | — | | | 12/16/2020(8) | 664,292 | — | 1.93 | 12/15/2030 | — | — | | | 8/17/2021(9) | 333,333 | 66,667 | 16.38 | 8/17/2031 | — | — | | | 5/1/2022(10) | — | — | — | — | 10,417 | 278,134 | | | 8/8/2022(11) | 320,833 | 229,167 | 10.39 | 8/8/2032 | — | ` | | | 8/17/2023(12) | 200,000 | 400,000 | 7.08 | 8/17/2033 | | | | | 8/12/2024(13) | 35,937 | 395,313 | 17.05 | 8/12/2034 | | | | | 8/12/2024(14) | — | — | — | — | 71,875 | 1,919,063 | | Joanne Donovan | 4/30/2021(15) | 146,666 | 13,334 | 28.64 | 4/30/2031 | — | — | | | 8/17/2021(9) | 133,333 | 66,667 | 16.38 | 8/17/2031 | — | — | | | 5/1/2022(10) | — | — | — | — | 10,417 | 278,134 | | | 8/8/2022(11) | 140,000 | 100,000 | 10.39 | 8/8/2032 | — | — | | | 8/17/2023(12) | 66,666 | 133,334 | 7.08 | 8/17/2033 | | | | | 8/12/2024(13) | 11,562 | 127,188 | 17.05 | 8/12/2034 | | | | | 8/12/2024(14) | — | — | — | — | 23,125 | 617,439 | | Behrad Derakhshan | 9/22/2020(16) | 288,163 | — | 0.71 | 9/21/2030 | — | — | | | 12/16/2020(8) | 102,949 | — | 1.93 | 12/15/2030 | — | — | | | 8/17/2021(9) | 116,666 | 23,334 | 16.38 | 8/17/2031 | — | — | | | 5/1/2022(10) | — | — | — | — | 5,209 | 139,080 | | | 8/8/2022(11) | 116,666 | 83,334 | 10.39 | 8/8/2032 | — | — | | | 8/17/2023(12) | 73,333 | 146,667 | 7.08 | 8/17/2033 | | | | | 8/12/2024(13) | 11,562 | 127,188 | 17.05 | 8/12/2034 | | | | | 8/12/2024(14) | | | — | — | 23,125 | 617,439 |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR END
| EDGEWISE THERAPEUTICS | 33 |
OUTSTANDING EQUITY AWARDS AT 2024 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 2024 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 2024 YEAR END
| 3.) | This column represents the market value of the shares of our common stock underlying the RSUs as of December 31, 2024, based on the closing price of our common stock of $26.70 per share. |
OUTSTANDING EQUITY AWARDS AT 2024 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 2024 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 2024 YEAR END
| 6.) | The option vested 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 2024 YEAR END
| 7.) | The option vested 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 2024 YEAR END
| 8.) | The option vested 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 2024 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 2024 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 2024 YEAR END
| EDGEWISE THERAPEUTICS | 34 |
OUTSTANDING EQUITY AWARDS AT 2024 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 2024 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 2024 YEAR END
| 13.) | The option vests as to 1/48th of the shares of our common stock underlying it in monthly installments beginning September 12, 2024, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR END
| 14.) | The award of RSUs vests as to 1/4th of the shares of our common stock underlying it in annual installments beginning August 12, 2025, subject to the named executive officer’s continued service through each vesting date. |
OUTSTANDING EQUITY AWARDS AT 2024 YEAR END
| 15.) | 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 2024 YEAR END
| 16.) | 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 2024 YEAR END
| EDGEWISE THERAPEUTICS | 35 |
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). |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table sets forth the compensation for Kevin Koch, Ph.D., our principal executive officer (PEO), and the average compensation for our named executive officers other than our PEO (non-PEO NEOs) for fiscal years 2024 and 2023 (each, a “Covered Year”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC in August 2022. “Compensation actually paid” does not reflect amounts actually realized by our PEO and Non-PEO NEOs and may be higher or lower than amounts, if any, that are actually realized by such individuals. The table below also provides information for each Covered Year regarding our cumulative total shareholder return (TSR) and our net income.
PAY VERSUS PERFORMANCE
| | | | Average Summary | Average | | | | | Summary | Compensation | Compensation | Compensation | Value of | | | | Compensation | Actually Paid | Table Total for | Actually Paid to | Initial Fixed $100 | | | | Table Total for | to PEO | Non-PEO NEOs | Non-PEO NEOs | Investment Based on: TSR | Net Income/(Loss) | | Fiscal Year | PEO ($) | ($)(1)(2) | ($)(3)(4) | ($)(2)(4) | ($)(5) | ($)(6) | | 2024 | 7,601,200 | 35,595,836 | 2,910,334 | 12,936,866 | 307.34 | (133,813) | | 2023 | 3,975,855 | 9,609,491 | 1,736,581 | 3,519,249 | 127.81 | (100,163) |
PAY VERSUS PERFORMANCE
| 1.) | Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below. |
PAY VERSUS PERFORMANCE
| EDGEWISE THERAPEUTICS | 42 |
PAY VERSUS PERFORMANCE
| Fiscal Year | 2024 | 2023 | | Summary Compensation Table Total for PEO ($) | 7,601,200 | 3,975,855 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (6,526,372) | (3,070,335) | | Plus Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 9,620,017 | 3,508,072 | | Plus Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | 16,639,618 | 4,021,165 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 830,884 | 255,236 | | Plus Change in Fair Value between the End of the Prior Year and the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | 7,430,489 | 919,498 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | - | - | | Compensation Actually Paid to PEO ($) | 35,595,836 | 9,609,491 |
PAY VERSUS PERFORMANCE
| 2.) | For purposes of the adjustments to determine “compensation actually paid”, we computed the fair value of stock option awards in accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting. The valuation assumptions used in the calculation of such amounts are set forth in Note 4 to our financial statements included in our Form 10-K. |
PAY VERSUS PERFORMANCE
| 3.) | This figure is the average of the summary compensation table total compensation for the non-PEO NEOs in each listed year. The names of the non-PEO NEOs for each Covered Year are Joanne Donovan, M.D., Ph.D., and Behrad Derakhshan, Ph.D. |
PAY VERSUS PERFORMANCE
| 4.) | This figure is the average of compensation actually paid for the non-PEO NEOs in each Covered Year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC's rules, as shown in the adjustment table below. |
PAY VERSUS PERFORMANCE
| EDGEWISE THERAPEUTICS | 43 |
PAY VERSUS PERFORMANCE
| Fiscal Year | 2024 | 2023 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 2,910,334 | 1,736,581 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | (1,705,376) | (1,073,047) | | Plus Non-PEO NEO Average Year End Fair Value of Equity Awards Granted During Year That are Outstanding and Unvested at Fiscal Year End ($) | 3,095,142 | 1,227,828 | | Plus Non-PEO NEO Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | 5,978,497 | 1,441,202 | | Plus Non-PEO NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | 267,344 | 89,329 | | Plus Non-PEO NEO Average Change in Fair Value between the End of the Prior Year and the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | 2,390,925 | 97,356 | | Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | - | - | | Average Compensation Actually Paid to Non-PEO NEOs ($) | 12,936,866 | 3,519,249 |
PAY VERSUS PERFORMANCE
| 5.) | Total shareholder return is calculated by assuming that a $100 investment was made at the close of trading on December 31, 2022 and reinvesting all dividends until the last day of each reported fiscal year. |
PAY VERSUS PERFORMANCE
| 6.) | The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR
| EDGEWISE THERAPEUTICS | 44 |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| EDGEWISE THERAPEUTICS | 45 |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial ownership of our common stock as of March 31, 2025 by:
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| ● | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| ● | each of our named executive officers; |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| ● | each of our directors; and |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| ● | all of our executive officers and directors as a group. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated, to our knowledge, the persons or entities identified in the table have sole voting power and sole investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 95,205,683 shares of our common stock outstanding as of March 31, 2025. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2025, to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address for each person or entity listed in the table is c/o Edgewise Therapeutics, Inc., 1715 38th Street, Boulder, Colorado 80301.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| | Shares beneficially owned | | | Name of Beneficial Owner | Shares | Percentage | | 5% Stockholders: | | | | OrbiMed Advisors LLC(1) | 15,021,721 | 15.8% | | RA Capital Management, L.P.(2) | 8,909,091 | 9.4% | | BlackRock Inc.(3) | 6,393,567 | 6.7% | | Novo Holdings A/S(4) | 5,549,900 | 5.8% | | Baker Bros. Advisors LP(5) | 5,840,059 | 6.1% | | Perceptive Advisors LLC(6) | 5,164,487 | 5.4% | | Janus Henderson Group PLC(7) | 4,983,940 | 5.2% | | Paradigm BioCapital Advisors LP(8) | 4,738,929 | 5.0% |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| EDGEWISE THERAPEUTICS | 46 |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| Named Executive Officers and Directors | | | | Kevin Koch, Ph.D.(9) | 3,216,850 | 3.3% | | Joanne M. Donovan, M.D., Ph.D.(10) | 590,190 | * | | Behrad Derakhshan, Ph.D.(11) | 794,173 | * | | Peter Thompson, M.D.(1) | 15,085,931 | 15.8% | | Laura Brege(12) | 152,846 | * | | Badreddin Edris, Ph.D.(13) | 199,501 | * | | Jonathan Fox, M.D.(14) | 64,563 | * | | Arlene M. Morris(15) | 11,437 | * | | Jonathan Root, M.D.(16) | 79,835 | * | | All directors and executive officers as a group (13 Persons)(17) | 24,083,761 | 23.2% |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
* Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 1.) | Based solely on a Schedule 13D filed with the SEC on November 12, 2024, reporting stock ownership as of November 7, 2024, consists of (i) 14,436,497 shares held by OrbiMed Private Investments VI, LP (OPI VI), (ii) 319,599 shares held by OrbiMed Genesis Master Fund, L.P. (Genesis Master Fund) and (iii) 265,625 shares held by BIOG. Dr. Thompson is an employee of OrbiMed Advisors LLC (OrbiMed Advisors), and a member of our board of directors. OrbiMed Capital GP VI LLC (OrbiMed GP VI) is the general partner of OPI VI and OrbiMed Advisors is the managing member of OrbiMed GP VI. OrbiMed Genesis GP LLC (Genesis GP) is the general partner of Genesis Master Fund and OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, OrbiMed GP VI, Genesis GP, and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI VI and Genesis Master Fund and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Capital LLC is the investment advisor to BIOG, a publicly-listed investment trust and may be deemed to have voting and investment power over the securities held by BIOG. OrbiMed Advisors and OrbiMed Capital LLC exercise voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI and Genesis Master Fund. The business address of OPI VI, Genesis Master Fund and OrbiMed Capital LLC is c/o OrbiMed Advisors LLC, 601 Lexington Avenue, 54th Floor, New York, NY 10022. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 2.) | Based solely on a Schedule 13G filed with the SEC on January 29, 2024, reporting stock ownership as of December 31, 2023, consists of 8,909,091 shares held by RA Capital Healthcare Fund, L.P. (RA Fund). RA Capital Healthcare Fund GP, LLC is the general partner of the RA Fund. The general partner of RA Capital Management, L.P. (RA Capital) is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the RA Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Exchange Act, of any securities of the Issuer held by the RA Fund. The RA Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the RA Fund’s portfolio, including the shares of the Issuer’s Common Stock reported herein. Because the RA Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the RA Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Exchange Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Exchange Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act. The business address of RA Capital is c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 3.) | Based solely on a Schedule 13G filed with the SEC on November 8, 2024 reporting stock ownership as of September 30, 2024, consists of 6,393,567 shares held by BlackRock, Inc. which has sole voting power and sole dispositive power over such shares. The address for BlackRock is 50 Hudson Yards, New York, New York, 10001. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 4.) | Based solely on a Schedule 13D/A filed with the SEC on September 23, 2024 reporting stock ownership as of September 19, 2024, consists of 5,549,900 shares held by Novo Holdings A/S (Novo). The board of directors of Novo (the Novo Board) has shared voting and investment power with respect to the shares held by Novo and may exercise such control only with the support of a majority of the members of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the shares held by Novo. The address for Novo is Tuborg Havnevej 19, DK-2900 Hellerup, Denmark. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| EDGEWISE THERAPEUTICS | 47 |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 5.) | Based solely on a Schedule 13G filed with the SEC on November 14, 2024 reporting stock ownership as of September 30, 2024, consists of 5,840,059 shares held by Baker Bros. Advisors LP (Baker Adviser). Baker Bros. Advisors (GP) LLC (Baker Adviser GP) is the sole general partner of the Baker Adviser. Baker Adviser GP, Felix J. Baker and Julian C. Baker, as managing members of Baker Adviser GP, and Baker Adviser may be deemed to be beneficial owners of securities of the Company. The business address of Baker Bros. Advisors (GP) LLC is 860 Washington Street, 3rd Floor, New York, New York 10014. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 6.) | Based solely on a Schedule 13G filed with the SEC on February 21, 2025 reporting ownership of 5,164,487 shares held by Perceptive Life Sciences Master Fund, Ltd. (Perceptive Life). Perceptive Advisors LLC (Perceptive Advisors) serves as the investment advisor to Perceptive Life. Joseph Edelman is the managing member of Perceptive Advisors. Perceptive Advisors and Mr. Edelman may be deemed to beneficially own the shares held by the Perceptive Life. The business address of Perceptive Advisors LLC is 51 Astor Place, 10th Floor, New York, New York 10003. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 7.) | Based solely on a Schedule 13G filed with the SEC on February 14, 2025 reporting stock ownership as of December 31, 2024, consists of 4,983,940 shares held by Janus Henderson Group plc (JHG). JHG has a 100% ownership stake in Janus Henderson Investors U.S. LLC (JHIUS), which may be deemed to be the beneficial owner of 4,945,387 shares. The business address of Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 8.) | Based solely on a Schedule 13G filed with the SEC on February 3, 2025 reporting stock ownership as of January 27, 2025, consists of 4,181,497 shares held by Paradigm BioCapital International Fund Ltd (Paradigm Fund). The Fund and one or more separately managed accounts (Account) managed by the Paradigm BioCapital Advisors LP (Paradigm Adviser) directly beneficially own the shares. The Paradigm Adviser is the investment manager of the Paradigm Fund and the Account. Paradigm BioCapital Advisors GP LLC (Paradigm Adviser GP) is the general partner of the Paradigm Adviser. Senai Asefaw is the managing member of the Paradigm Adviser GP. The Paradigm Adviser, Paradigm Adviser GP and Senai Asefaw may be deemed to beneficially own 4,738,929 shares directly beneficially owned by the Paradigm Fund and the Account, and each disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such person. The business address of the Fund is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands. The principal business office of the Adviser, the Adviser GP and Senai Asefaw is 767 Third Avenue, 17th Floor, New York, New York 10017. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 9.) | Consists of (i) 259,554 shares held by KTK Family Enterprises, LLC, of which Dr. Koch is the Managing Director, (ii) 26,410 shares held by Adrienne R. Koch Heritage Trust of which Dr. Koch is a trustee, (iii) 26,410 shares held by Matthew K. Koch Heritage Trust of which Dr. Koch is a trustee, (iv) 26,410 shares held by Nicole M. Soldow Heritage Trust of which Dr. Koch is a trustee, (v) 14,478 shares held directly by Dr. Koch and (vi) 2,863,588 shares issuable pursuant to outstanding options held directly by Dr. Koch, exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 10.) | Consists of (i) 16,258 shares directly held by Dr. Donovan and (ii) 573,932 shares issuable pursuant to outstanding options held directly by Dr. Donovan, exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 11.) | Consists of (i) 16,837 shares directly held by Dr. Derakhshan and (ii) 777,336 shares issuable pursuant to outstanding options held directly by Dr. Derakhshan, exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 12.) | Consists of (i) the shares disclosed in footnote (1) above which are held of record by entities affiliated with OrbiMed Advisors LLC; and (ii) 64,210 shares issuable pursuant to outstanding options held directly by Dr. Thompson, exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 13.) | Consists of 152,846 shares issuable pursuant to outstanding options directly held by Ms. Brege which are exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 14.) | Consists of 19,820 shares held directly by Dr. Edris and 179,681 shares issuable pursuant to outstanding options exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 15.) | Consists of 10,857 shares held directly by Dr. Fox and 53,706 shares issuable pursuant to outstanding options held directly by Dr. Fox, exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 16.) | Consists of 11,437 shares issuable pursuant to outstanding options held directly by Ms. Morris, exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 17.) | Consists of 15,625 shares held directly by Dr. Root and 64,210 shares issuable pursuant to outstanding options held directly by Dr. Root, exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| 18.) | Consists of (i) 15,283,989 shares beneficially owned by our current executive officers and directors and (ii) 8,496,937 shares subject to outstanding options exercisable within 60 days of March 31, 2025. |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| EDGEWISE THERAPEUTICS | 48 |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
Certain Relationships and Related Party Transactions Other than compensation arrangements, including employment, termination of employment and change in control arrangements, with our directors and executive officers, the following is a description of each transaction since the beginning of the last fiscal year and each currently proposed transaction in which:
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| ● | we have been or are to be a participant; |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| ● | the amount involved exceeded or exceeds $120,000; and |
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
| ● | any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. |