DEF 14A 1 tmb-20230609xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ⌧

Filed by a party other than the Registrant ☐

Filed by a Party other than the Registrant

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧	Definitive Proxy Statement
◻	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

EDGEWISE THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
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☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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About Us

We are a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of innovative treatments for severe, rare neuromuscular and cardiac disorders for which there is significant unmet medical need. Guided by our holistic drug discovery approach to targeting the muscle as an organ, we have combined our foundational expertise in muscle biology and small molecule engineering to build our proprietary, muscle-focused drug discovery platform. Our platform utilizes custom-built high throughput and translatable systems that measure integrated muscle function in whole organ extracts to identify small molecule precision medicines regulating key proteins in muscle tissue, initially focused on addressing rare neuromuscular and cardiac diseases.


	PATIENTS FIRST
	PATIENTS FIRST
	At Edgewise, we know that patients and their families are at the core of everything we do. As we develop our science and potential treatments, Edgewise’s promise to patients and their families is to: ● put the best interest of patients first; ● work with uncompromising standards in all we do; ● listen to the communities that we work in and be transparent in our communications; and ● recognize that for rare disease patients, every day is a day too late and work with a sense of urgency.

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	OUR VISION
	OUR VISION
	Our vision is to improve the lives of patients and families suffering from rare muscle disorders by building the world’s leading muscle-focused, precision medicine company. Key components of our strategy to achieve this vision include: ● Engaging comprehensively with patients and their families and physicians to develop trusted relationships, transparent communications, and become a leader in the muscular dystrophy stakeholder community; ● Leveraging clinical and regulatory precedents and our extensive experience in rare diseases to rapidly advance EDG-5506 through clinical development in Duchenne muscular dystrophy, Becker muscular dystrophy and other muscle diseases and rapidly advance EDG-7500 into clinical development for diseases of diastolic dysfunction; ● Investing in our precision medicine drug discovery platform to fuel the development of novel targeted therapies to expand our pipeline into other related muscle disorders; ● Integrating our scientific expertise, development capabilities and growing network of patient advocacy groups and collaborators to develop novel therapies addressing muscle diseases with the highest unmet need; and ● Evaluating strategic collaborations and asset acquisition opportunities to accelerate development and commercialization timelines as well as potentially expanding our pipeline within our core therapeutic areas.

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Notice of Annual Meeting of Stockholders

June 9, 2023

DATE AND TIME	IN-PERSON MEETING	RECORD DATE
June 9, 2023 at 10:00 am Mountain Time	This year’s meeting will be held in-person at: 1715 38^th Street, Boulder, Colorado 80301	April 14, 2023

ITEMS OF BUSINESS		BOARD VOTING RECOMMENDATION
Proposal No. 1: Elect the directors named in the attached Proxy Statement to serve until the 2026 Annual Meeting of Stockholders		FOR the election of Laura Brege, Badreddin Edris, Ph.D. and Jonathan Root, M.D.
Proposal No. 2: Ratify the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023		FOR the ratification of KPMG LLP

Stockholders will also consider such other business as may come properly be presented before the Annual Meeting or any adjournment thereof.

This notice, proxy statement and voting instructions are being mailed to stockholders on or about April 28, 2023.

YOUR VOTE IS IMPORTANT

Regardless of whether you plan to attend the live in-person meeting, we encourage you to vote as soon as possible in one of the following ways:

John R. Moore
General Counsel

iii

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 9, 2023. Our Proxy Statement and Annual Report are available online at investors.edgewisetx.com.

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PROXY SUMMARY	1
Meeting Information	1
Corporate Governance Highlights	2
Director Nominees	2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	3
Director Independence	10
Board Leadership Structure	11
Board Meetings and Committees	11
Compensation Committee Interlocks and Insider Participation	13
Considerations in Evaluating Director Nominees	13
Communications with the Board of Directors	14
Corporate Governance Guidelines and Code of Conduct and Ethics	14
Role of the Board of Directors in Risk Oversight	15
Director Compensation	15
PROPOSAL 1: ELECTION OF DIRECTORS	19
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM	20
AUDIT COMMITTEE REPORT	23
EXECUTIVE COMPENSATION	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	37
RELATED PARTY TRANSACTIONS	40
QUESTIONS AND ANSWERS ABOUT THE MEETING	42
OTHER MATTERS	48

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Proxy Summary

ABOUT THE MEETING

SDAQ
DATE AND TIME June 9, 2023 at 10:00 am MDT IN-PERSON MEETING The Annual Meeting will be held at 1715 38^th Street, Boulder, Colorado 80301.		RECORD DATE April 14, 2023 STOCK EXCHANGE Edgewise Therapeutics, Inc.’s common stock is listed on Nasdaq under the symbol “EWTX.”
PROXY VOTING

Internet	In-Person Meeting	Phone	Mail
Visit the web site listed on your proxy card	Attend the In-Person Meeting at 1715 38th Street, Boulder, Colorado 80301	Call the telephone number on your proxy card	Sign, date, and return your proxy card in the enclosed envelope

PROPOSALS AND BOARD RECOMMENDATIONS


PROPOSAL 1: ELECTION OF DIRECTORS
The board of directors recommends that you vote FOR the election of Laura Brege, Badreddin Edris, Ph.D. and Jonathan Root, M.D. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTING FIRM
The board of directors recommends that you vote FOR the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. We believe KPMG LLP has sufficient knowledge and experience to provide our company with a wide range of accounting services.

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CORPORATE GOVERNANCE HIGHLIGHTS

Executive sessions of independent directors at each regularly scheduled board meeting.

Insider Trading Policy prohibits, among other things, hedging.

GOVERNANCE BEST PRACTICES

✓ Annual Board and committee self-assessments enhance performance.

✓ Executive sessions of independent directors at each regularly scheduled board meeting.

✓ Active, year-round stockholder engagement process where we meet with our stockholders and other key stakeholders.

✓ Insider Trading Policy prohibits, among other things, hedging.

DIRECTOR NOMINEES

Name and Position

Age

Primary Occupation

Committee Memberships

Audit

Compensation

Nominating
& Corporate Governance

LAURA BREGE

DIRECTOR

BridgeBio Pharma, Inc., Senior Advisor

BADREDDIN EDRIS, PH.D.

DIRECTOR AND CO-FOUNDER

SpringWorks Therapeutics, Inc., Chief Operating Officer

JONATHAN ROOT, M.D.

DIRECTOR

U.S. Venture Partners, Managing Member

C = Chairperson I M = Member

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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 April 1, 2023:

Committee Memberships

Name

Age

Primary or Former Occupation

Audit

Compensation

Nominating & Corporate Governance

PETER THOMPSON, M.D.

CHAIRMAN AND CO-FOUNDER

OrbiMed Advisors LLC, Partner

LAURA BREGE

DIRECTOR

BridgeBio Pharma, Inc., Senior Advisor

BADREDDIN EDRIS, Ph.D.

DIRECTOR AND CO-FOUNDER

SpringWorks Therapeutics, Inc., Chief Operating Officer

JONATHAN FOX, M.D., Ph.D.

DIRECTOR

BridgeBio Pharma, Inc., President and Chief Medical Officer

KENNETH HARRISON, Ph.D.

DIRECTOR

Novo Ventures (US), Inc., Partner

KEVIN KOCH, Ph.D.

DIRECTOR

Edgewise Therapeutics, Inc., Chief

Executive Officer

JONATHAN ROOT, M.D.

DIRECTOR

U.S. Venture Partners, Managing Member

ALAN RUSSELL, Ph.D.

DIRECTOR AND CO-FOUNDER

Edgewise Therapeutics, Inc., Chief

Scientific Officer

C = Chairperson I M = Member

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BOARD DIVERSITY MATRIX (AS OF APRIL 28, 2023)

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).


Total Number of Directors	8
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	6	-	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	6	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	1

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NOMINEES FOR CLASS II DIRECTOR

arua

Laura A. Brege
DIRECTOR

Age: 65
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 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.

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Badreddin Edris, Ph.D.
DIRECTOR AND CO-FOUNDER

Age: 36
Director since: 2021
Committees:
Compensation

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 clinical-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.

Jonathan Root, M.D.
DIRECTOR

Age: 63
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.

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.

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CONTINUING CLASS III DIRECTORS

Peter Thompson, M.D.
CHAIRMAN AND CO-FOUNDER

Age: 63
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 chairman 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 three private companies: Glia Biotherapeutics, Inc. since August 2021, Terremoto Biosciences, Inc. and Terremoto Therapeutics Holdings, LLC since August 2021. Dr. Thompson currently serves on the board of directors of several public companies, including Alpine Immune Sciences, Inc. (since June 2016), Corvus Pharmaceuticals, Inc. (since November 2014), ARS Pharmaceuticals Inc. (since April 2016), Decibel Therapeutics, Inc. (since November 2020), and Janux Therapeutics, Inc. (since March 2021). Dr. Thompson has previously served on the board of directors of 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.

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Kevin Koch, Ph.D. DIRECTOR	Age: 62 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 Terremoto Biosciences, both privately held biotechnology companies. Dr. Koch previously served as a member of the board of directors of Miragen Therapeutics, Inc., a 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.

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.

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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.

CONTINUING CLASS I DIRECTORS

Enneth Har

Kenneth Harrison, Ph.D.
DIRECTOR

Age: 43
Director since: 2019
Committees:
Audit, Compensation (Chairperson), and Nominating & Corporate Governance

Career Highlights

Kenneth Harrison, Ph.D., has served as a member of our board of directors since August 2019. Since 2015, Dr. Harrison has been employed as a partner by Novo Ventures (US), Inc., which provides consulting services to Novo Holdings A/S, an investment firm focused on life sciences and finance, and became a senior partner in January 2023. Previously, Dr. Harrison was Senior Market Planning Manager from November 2013 to November 2015 at Genentech, Inc., a research and development biotechnology company. Prior to joining Genentech, Dr. Harrison worked as a management consultant from September 2012 to December 2013 at L.E.K. Consulting LLC, a global management consulting firm. Previously, Dr. Harrison was Entrepreneurship Program Manager from September 2011 to September 2012 at QB3, University of California’s hub for early-stage entrepreneurship in life science, and partner from September 2011 to September 2012 at Mission Bay Capital Management Inc., a venture capital firm. Additionally, Dr. Harrison currently serves on the board of directors of several public and private companies in the biotechnology industry. He served on the board of directors of Reneo Pharmaceuticals, Inc., a clinical stage pharmaceutical company focused on the development of therapies for patients with genetic mitochondrial diseases, from December 2020 to January 2022. Dr. Harrison received a B.Sc. in molecular biology from Texas Tech University, a Ph.D. in pharmacology from Yale University School of Medicine, and was A.P. Giannini Foundation Fellow at the J. David Gladstone Institutes.

We believe Dr. Harrison is qualified to serve on our board of directors because of his financial understanding of the biotechnology industry gained from his investing experience, his experience working in the pharmaceutical industry, and his educational background in the life sciences.

lan

Alan Russell, Ph.D.
DIRECTOR, CO-FOUNDER AND CHIEF SCIENTIFIC OFFICER

Age: 53
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.

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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.

DIRECTOR INDEPENDENCE

Our common stock is listed on the Nasdaq Global Select Market. Under the rules of the Nasdaq Stock Market LLC (Nasdaq), independent directors must comprise a majority of a listed company’s board of directors within one year of the company’s initial public offering. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Securities Exchange Act of 1934, as amended (Exchange Act). Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including: (1) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (2) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Dr. Thompson, Ms. Brege, Dr. Edris, Dr. Fox, Dr. Harrison and Dr. Root, representing six of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

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BOARD LEADERSHIP STRUCTURE

As a general policy, our board of directors believes that the separation of the positions of Chair of our board of directors and Chief Executive Officer reinforces the independence of our board of directors from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness or our board of directors as a whole. As such, Dr. Koch serves as our President and Chief Executive Officer while Dr. Thompson serves as the Chair of our board of directors but is not an officer. We currently expect and intend the positions of Chair of our board of directors and Chief Executive Officer to continue to be held by two individuals in the future.

BOARD MEETINGS AND COMMITTEES

During our fiscal year ended December 31, 2022, each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served as director. During 2022, the board of directors held 5 meetings.

Our Corporate Governance Guidelines set out that the company encourages, but does not require, our directors to attend the annual meeting of stockholders. All members of our board of directors attended our 2022 annual meeting.

AUDIT

COMPENSATION

NOMINATING & CORPORATE GOVERNANCE

Laura Brege (Chairperson)

Kenneth Harrison, Ph.D.

Jonathan Root, M.D.

Kenneth Harrison, Ph.D. (Chairperson)

Laura Brege

Badreddin Edris, Ph.D.

Peter Thompson, M.D. (Chairperson)

Kenneth Harrison, Ph.D.

Jonathan Root, M.D.

AUDIT COMMITTEE


MEMBERS	MEETINGS HELD IN 2022: 4
Laura Brege (Chairperson) Kenneth Harrison, Ph.D. Jonathan Root, M.D.
Ms. Brege and Dr. Root are audit committee financial experts, as that term is defined under the U.S. Securities and Exchange Commission (SEC) rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and each possess financial sophistication, as defined under the rules of Nasdaq.
KEY RESPONSIBILITIES
● select and hire the independent registered public accounting firm to audit our financial statements; ● help to ensure the independence and performance of the independent registered public accounting firm; ● approve audit and non-audit services and fees;

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●

review financial statements and discuss with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

●

prepare the audit committee report that the SEC requires to be included in our annual proxy statement;

●

review reports and communications from the independent registered public accounting firm;

●

review the adequacy and effectiveness of our internal controls and disclosure controls and procedure;

●

review our policies on risk assessment and risk management;

●

review and monitor conflicts of interest situations, and approve or prohibit any involvement in matters that may involve a conflict of interest or taking of a corporate opportunity;

●

review related party transactions; and

●

establish and oversee procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

Our audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. A copy of the charter of our audit committee is available on our website at investors.edgewisetx.com.

COMPENSATION COMMITTEE


MEMBERS	MEETINGS HELD IN 2022: 3
Kenneth Harrison, Ph.D. (Chairperson) Laura Brege Badreddin Edris, Ph.D.
KEY RESPONSIBILITIES
● oversee our overall compensation philosophy and compensation policies, plans and benefit programs; ● review and approve compensation for our executive officers and directors; ● prepare the compensation committee report that the SEC will require to be included in our annual proxy statement; and ● administer our equity compensation plans. Our compensation committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. A copy of the charter of our compensation committee is available on our website at investors.edgewisetx.com.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

,
MEMBERS	MEETINGS HELD IN 2022: 2
Peter Thompson, M.D. (Chairperson) Jonathan C. Fox, M.D., Ph.D. Kenneth Harrison, Ph.D. Jonathan Root, M.D.
KEY RESPONSIBILITIES
● identify, evaluate and make recommendations to our board of directors regarding nominees for election to our board of directors and its committees; ● consider and make recommendations to our board of directors regarding the composition of our board of directors and its committees; ● review developments in corporate governance practices; ● evaluate the adequacy of our corporate governance practices and reporting; and ● evaluate the performance of our board of directors and of individual directors. Our nominating and corporate governance committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq. A copy of the charter of our nominating and corporate governance committee is available on our website at investors.edgewisetx.com.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.

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, 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.

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COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Interested parties wishing to communicate with our board of directors or with an individual member or members of our board of directors may do so by writing to our board of directors or to the particular member or members of our board of directors, and mailing the correspondence to our General Counsel and Corporate Secretary at Edgewise Therapeutics, Inc., 1715 38^th Street, Boulder, Colorado 80301. Each communication should set forth (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our Corporate Secretary, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chair of our board of directors.

ONLINE

www.lighthouse-services.com/edgewisetx

BY TELEPHONE

(855) 222-0628

BY MAIL

1715 38^th Street, Boulder, Colorado 80301

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

CORPORATE GOVERNANCE GUIDELINES

We have 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. The Corporate Governance Guidelines are available on our website at investors.edgewisetx.com.

CODE OF BUSINESS CONDUCT AND ETHICS

We have a written code of business conduct and ethics that applies to our directors, officers and employees as well as contractors, consultants and agents. The code of business conduct and ethics is available on our website at investors.edgewisetx.com. We intend to disclose amendments to such code or any waivers of its requirements pursuant to applicable laws and regulations.

HEDGING PROHIBITIONS

We have implemented robust policies that bar directors, officers and consultants from hedging and pledging our stock. In addition, such persons are prohibited from pledging Company securities as collateral for loans because doing so would be a violation of our Insider Trading Policy. Such persons are

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also barred from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company’s securities. Our policy provides for limited exceptions to the hedging and pledging prohibitions, however they must be approved by a compliance officer, in consultation with the board of directors or an independent committee of the board of directors.

ROLE OF THE BOARD OF DIRECTORS IN RISK OVERSIGHT

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through discussions from committee members about such risks.

DIRECTOR COMPENSATION

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 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 amended the policy in February 2023.

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.

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CASH COMPENSATION

The table below presents the total compensation of each of our non-employee directors received during the fiscal year ended December 31, 2022.

Each non-employee director is paid an annal cash retainer of $38,000, effective in 2023 (increased from $35,000 in fiscal year 2022). In addition, each non-employee director who serves as Board Chair or chairperson or member of a committee will be entitled to receive the following cash compensation under the policy for his or her services:


Chair of the Board	$	30,000
Chairperson of the Audit Committee	$	15,000
Audit Committee Member	$	7,500
Chairperson of the Compensation Committee	$	10,000
Compensation Committee Member	$	5,000
Chairperson of the Nominating and Corporate Governance Committee	$	8,000
Nominating and Corporate Governance Committee Member	$	4,000

The above-listed fees for service as chairperson or members of committees are payable in addition to the non-employee director retainer. Each non-employee director who serves as a committee chairperson will receive only the additional annual cash fee as the chairperson of the committee, and not the additional annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

Each non-employee director may elect, pursuant to certain procedures set forth in the policy, to convert all of his or her annual cash retainer with respect to services performed in a future calendar year and otherwise scheduled to be paid following the completion of those services into an award of fully-vested shares of our common stock granted under the 2021 Plan (a Retainer Award, and such election, a Retainer Award Election). If a non-employee director elects to convert his or her annual cash retainer into a Retainer Award, the Retainer Award will be issued automatically and quarterly in arrears on a prorated basis on the first trading day following the end of such immediately preceding fiscal quarter. The number of shares of our common stock subject to a quarterly Retainer Award will be determined by dividing the amount of the annual cash retainer that would otherwise be payable with respect to such immediately preceding fiscal quarter by the fair market value of a share on the issuance date (as determined in accordance with the 2021 Plan), rounded to the nearest whole share using standard rounding principles.

Employee directors are not compensated for board of directors services in addition to their regular employee compensation. Dr. Koch and Dr. Russell were our only employees who served as directors during 2022.

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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 $300,000 beginning in 2023 (reduced from $500,000 in fiscal 2022), 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 $150,000 (reduced from $250,000 in fiscal year 2022), 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.

In February 2023, our board of directors amended the director compensation policy to increase the standard annual cash retainer from $35,000 to $38,000 effective January 1, 2023.

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DIRECTOR COMPENSATION TABLE

The following table presents the total compensation each of our non-employee directors received during the fiscal year ended December 31, 2022.


	Fees Earned or	Option
	Paid in Cash	Awards	Total
Name	($)⁽¹⁾	($)⁽²⁾	($)
Peter Thompson, M.D.⁽³⁾	73,000	249,812	322,812
Laura Brege	55,000	249,812	304,812
Badreddin Edris, Ph.D.	40,000	249,812	289,812
Kenneth Harrison, Ph.D.⁽⁴⁾	—	—	—
Jonathan Root, M.D.	46,500	249,812	296,312

1.)

For fiscal 2022, none of our non-employee directors elected to receive their annual cash retainer in the form of Retainer Awards.

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 2022. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting of the applicable awards.

3.)

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, 2022 were paid to OrbiMed Advisors LLC.

4.)

Dr. Harrison did not receive any cash compensation and did not hold any equity awards as of December 31, 2022.

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Proposal 1: Election of Directors

“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 2026, 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.

NOMINEES

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Laura Brege, Badreddin Edris, Ph.D. and Jonathan Root, M.D. as nominees for election as Class II directors at the Annual Meeting. If elected, each of Laura Brege, Badreddin Edris, Ph.D. and Jonathan Root, M.D. will serve as Class II directors until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees is currently a director of our Company.

For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Laura Brege, Badreddin Edris, Ph.D. and Jonathan Root, M.D.

VOTE REQUIRED

The election of directors is by plurality vote. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of a withheld vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “for” or “withhold” on each of the nominees for election as a director.

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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

What am I voting on and how should I vote?

You are being asked to ratify the appointment of KPMG, LLP as the company’s independent registered public accounting firm for the fiscal year 2023. Although our governing documents do not require us to submit this matter to stockholders, the board of directors believes that asking stockholders to ratify the appointment of KPMG LLP is consistent with best practices in corporate governance.

We believe that KPMG LLP offers services on par with the best in their industry and is sufficiently qualified to conduct their duties as independent auditor.

The board of directors therefore recommends you vote “FOR” the ratification of the appointment of KPMG LLP as Edgewise’s independent registered public accounting firm for fiscal year 2023.

Our audit committee has appointed KPMG LLP, an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2023. KPMG LLP has served as our independent registered public accounting firm since 2020.

Notwithstanding the appointment of KPMG LLP and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our Company and stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. Our audit committee is submitting the appointment of KPMG LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of KPMG LLP are expected to attend the Annual Meeting in person and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of KPMG LLP, our audit committee may reconsider the appointment of KPMG LLP.

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FEES PAID TO THE INDEPENDENT PUBLIC ACCOUNTING FIRM

The following table presents fees for professional audit services and other services rendered to us by KPMG LLP for our fiscal years ended December 31, 2022 and 2021.


	2022		2021
	(In thousands)
Audit Fees⁽¹⁾	$	316,085	$	319,233
Audit-Related Fees⁽²⁾
Tax Fees⁽³⁾		—		—
All Other Fees⁽⁴⁾		—		—
Total Fees	$	316,085	$	319,233

1.)

Audit Fees consisted of professional services performed by KPMG LLP for the audit of our annual financial statements, the review of interim financial statements, and related services that are normally provided in connection with registration statements, including the registration statement for our initial public offering (IPO), which we completed in March 2021, and our follow-on offering which we completed in September 2022 and establishing a shelf registration in 2022.

2.)

Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

3.)

Tax Fees consist of fees for tax advice, planning, compliance and preparation of original and amended tax returns.

4.)

All Other Fees consist of fees billed for products and services provided by KPMG LLP other than those that meet the other criteria above.

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AUDITOR INDEPENDENCE

In our fiscal year ended December 31, 2022, there were no other professional services provided by KPMG LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of KPMG LLP.

AUDIT COMMITTEE POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All services and fees paid to KPMG LLP for our fiscal years ended December 31, 2021 and 2022 were pre-approved by our audit committee.

VOTE REQUIRED

The ratification of the appointment of KPMG LLP requires the affirmative vote of a majority of the shares of our common stock present at the Annual Meeting (including by proxy) and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.

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Audit Committee Report

The audit committee is a committee of the board of directors comprised solely of independent directors as required by Nasdaq listing rules and the rules and regulations of the SEC. The audit committee operates under a written charter adopted by the board of directors. This written charter is reviewed annually for changes, as appropriate. With respect to Edgewise’s financial reporting process, Edgewise’s management is responsible for (1) establishing and maintaining internal controls and (2) preparing Edgewise’s financial statements. Edgewise’s independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of Edgewise’s financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare Edgewise’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

●

reviewed and discussed the audited financial statements with management and KPMG LLP;

●

discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC; and

●

received the written disclosures and the letter from KPMG LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with KPMG LLP its independence.

Based on the review and discussions noted above, the audit committee recommended to the board of directors that the audited financial statements be included in Edgewise’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Laura Brege (Chairperson)

Kenneth Harrison, Ph.D.

Jonathan Root, M.D.

This audit committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Edgewise under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except to the extent Edgewise specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

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Executive Officers

The following table sets forth the names and positions of our executive officers and directors and their ages as of April 1, 2023:


Name	Age	Position
Kevin Koch, Ph.D.	62	President, Chief Executive Officer and Director

Alan Russell, Ph.D.	53	Co-Founder, Chief Scientific Officer and Director

R. Michael Carruthers	65	Chief Financial Officer

Behrad Derakhshan, Ph.D.	43	Chief Business Officer

Joanne M. Donovan, M.D., Ph.D.	66	Chief Medical Officer

John R. Moore	58	General Counsel

Marc J. Semigran, M.D.	66	Chief Development Officer

Biographical data for each of our current executive officers is set forth below, except Dr. Koch’s and Dr. Russell’s biographies, which are included under the heading “Board of Directors and Corporate Governance” above.

R. Michael Carruthers has served as our Chief Financial Officer since September 2020. Mr. Carruthers consulted as Chief Financial Officer of OnKure Therapeutics, Inc., a cancer treatment company, between March 2019 and May 2021, has served on the board of directors of OnKure Therapeutics, Inc. since May 2021, and on the board of Elevation Oncology, a targeted cancer treatment company, since May 2021. Mr. Carruthers previously served as Chief Financial Officer of Brickell Biotech, Inc., a clinical-stage pharmaceutical company focused on treatment of skin diseases, from December 2017 to October 2020, and ClinOne, Inc., clinical trial management company, from August 2018 to May 2020. He also served as Interim President of Nivalis Therapeutics, Inc., a clinical-stage pharmaceutical company, from January 2017 to August 2017 and Chief Financial Officer and Secretary from February 2015 to August 2017. From December 1998 to February 2015, he served as Chief Financial Officer for Array BioPharma Inc. Prior to Array, he served as Chief Financial Officer of Sievers Instruments, Inc., a water purification technology company, Treasurer and Controller for the Waukesha division of Dover Corporation, a global manufacturing company, and an accountant with Coopers & Lybrand, LLP. Mr. Carruthers studied accounting at Western Colorado University, and received a B.S. in accounting from the University of Colorado Boulder and a M.B.A. from the University of Chicago.

Behrad Derakhshan, Ph.D. has served as our Chief Business Officer since September 2020. Previously, Dr. Derakhshan was Chief Business Officer from July 2019 to September 2020 at VectivBio, a clinical-stage, rare disease focused biotechnology company. Prior to joining VectivBio, Dr. Derakhshan was Vice President, Head of Business Development from April 2017 to June 2019 at Therachon, a clinical stage biotechnology company acquired by Pfizer Inc. in 2019. Prior to Therachon, he was a Director from January 2016 to April 2017 at Alexion Pharmaceuticals responsible for Business Development and

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Strategic Evaluation after initially leading the New Products Global Commercial Insights and Analytics team from January 2015 to December 2015. Prior to joining Alexion, Dr. Derakhshan was a management consultant at Navigant Consulting, Inc. and Easton Associates, LLC, international management consulting firms. Dr. Derakhshan conducted his postdoctoral training at the Yale School of Medicine and received his Ph.D. in Biochemistry from a joint program between Weill Cornell Medicine, New York and the University of Surrey, UK. He received a First-Class Honors BSc. with distinction in Biochemistry from the University of Surrey.

Joanne M. Donovan, M.D., Ph.D. has served as our Chief Medical Officer since April 2021. Dr. Donovan also served as Chief Medical Officer at Astria Therapeutics, Inc. formerly Catabasis Pharmaceuticals, a clinical-stage, rare disease-focused biotechnology company, from July 2011 to April 2021. Since 1989, she has served as a staff physician at the VA Boston Healthcare System, where she was formerly Chief of Gastroenterology. Dr. Donovan has held an appointment at Harvard Medical School since 1990, most recently as associate clinical professor of medicine. From 1998 to July 2011, Dr. Donovan served in positions of increasing responsibility, ultimately as vice president of clinical development, at Genzyme Corporation, a publicly traded biotechnology company, which she joined through its acquisition of GelTex. Dr. Donovan received a B.S. in chemistry and biology, a M.S. in chemical engineering, and a Ph.D. in medical engineering and medical physics from the Massachusetts Institute of Technology and an M.D. from Harvard Medical School. She completed residency training in internal medicine and a fellowship in gastroenterology at the Brigham and Women's Hospital.

Marc J. Semigran, M.D. has served as our Chief Development Officer since December 2022. Dr. Semigran was the Chief Medical Officer at Renovacor Inc., a biotechnology company that is focused on genetically-driven cardiovascular and mechanistically-related diseases, from June 2021 until its acquisition by Rocket Pharmaceuticals, Inc. in December 2022. Previously, he was Chief Medical Officer and Senior Vice President of medical science at MyoKardia, Inc., a clinical-stage biopharmaceutical company that is focused on therapies for cardiovascular diseases, from December 2016 until it was acquired by Bristol Myers Squibb in June 2021. Prior to entering the biotechnology industry, Dr. Semigran led the Massachusetts General Hospital Heart Failure and Cardiac Transplant Program as Section Head and Medical Director. In addition, he led the Harvard Regional Clinical Center of the National Heart, Lung, and Blood Institute (NHLBI) Heart Failure Network and was a Principal Investigator of a multicenter heart failure trial sponsored by the NHLBI. Dr. Semigran was a member of the internal medicine and cardiology faculty of Massachusetts General Hospital for more than 30 years and was an associate professor at Harvard Medical School. Dr. Semigran received A.B., A.M., and M.D. degrees from Harvard University. He completed his internal medicine residency, cardiology, and heart failure fellowship training at Massachusetts General Hospital.

John R. Moore has served as our General Counsel since September 2020. Mr. Moore has also served as counsel to Instil Bio, Inc., a cell therapy company, from September 2020 to December 2020. Mr. Moore was General Counsel and Corporate Secretary from November 2018 to September 2019 at Peloton Therapeutics, Inc., a cancer drug development company acquired by Merck & Co., Inc., a pharmaceutical company. Mr. Moore also provided consulting and legal services to various small companies and non-profit groups from November 2018 to September 2019. Mr. Moore was Vice President and General Counsel from March 2002 to September 2017 and Corporate Secretary from October 2002 to September 2017 at Array BioPharma Inc. Prior to Array, Mr. Moore was an attorney at Wilson Sonsini Goodrich & Rosati, P.C., Kenyon & Kenyon LLP and Arnold White & Durkee P.C. He previously served on the board of directors of Nivalis Therapeutics, Inc. from February 2012 to July 2017. Mr. Moore received a B.S. in chemistry from the University of North Carolina at Chapel Hill, an M.S. in biochemistry from the

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University of Illinois at Urbana-Champaign and a J.D. from the University of North Carolina at Chapel Hill School of Law.

Executive Compensation

HOW COMPENSATION IS DETERMINED

Role of Chief Executive Officer

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors on its discussions, decisions and other actions. Typically, our Chief Executive Officer makes recommendations to our compensation committee, often attends committee meetings and is involved in the determination of compensation for the respective executive officers who report to him, except that our Chief Executive Officer does not make recommendations as to his own compensation. Our Chief Executive Officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data. Our compensation committee makes decisions as to total compensation for each executive officer, although it may instead, in its discretion, make recommendations to our board of directors regarding executive compensation.

Role of Compensation Committee

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. In 2022, our compensation committee retained Aon, an independent compensation consultant, to provide it with information, recommendations and other advice relating to executive compensation on an ongoing basis. Accordingly, Aon now serves at the discretion of our compensation committee. Our compensation committee engaged Aon to assist in developing an appropriate group of peer companies to help us determine the appropriate level of overall compensation for our executive officers, as well as assess each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers is competitive and fair.

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SUMMARY COMPENSATION TABLE

The following table sets forth information regarding the compensation of our named executive officers for the fiscal years ended December 31, 2021 and December 31, 2022:


					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.	2022	572,000	249,375	4,193,069	328,900	12,200	5,355,544
President and	2021	524,500	—	4,273,240	316,250	4,583	5,118,573
Chief Executive Officer

Joanne M. Donovan, M.D., Ph.D.	2022	468,000	249,375	1,829,590	215,280	12,200	2,774,445
Chief Medical Officer	2021	308,523	—	4,716,469	141,214	3,750	5,169,956

Alan J. Russell, Ph.D.	2022	442,000	124,688	1,677,107	203,320	12,200	2,459,315
Co-Founder and	2021	410,597	—	1,281,861	195,500	3,542	1,891,500
Chief Scientific Officer

VIA THE INTERNET

BY TELEPHONE

BY MAIL

AT THE IN-PERSON MEETING

Visit the web site listed on your proxy card

Call the telephone number on your proxy card

Sign, date, and return your proxy card in the enclosed envelope

Attend the Annual Meeting at 1715 38^th Street, Boulder, Colorado 80301

SEC Form DEF 14A filed by Edgewise Therapeutics Inc.