SEC Form DEF 14A filed by Edgewise Therapeutics Inc.

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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.   )

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Check the appropriate box:

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EDGEWISE THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

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

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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 muscle diseases 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.

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Notice of Annual Meeting of Stockholders

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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 29, 2025.

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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:

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John R. Moore
General Counsel

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Proxy Summary

ABOUT THE MEETING

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PROPOSALS AND BOARD RECOMMENDATIONS

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CORPORATE GOVERNANCE HIGHLIGHTS

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DIRECTOR NOMINEES

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 March 31, 2025:

C = Chairperson   I   M = Member

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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).

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NOMINEES FOR CLASS I DIRECTOR

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CONTINUING CLASS III DIRECTORS

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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 compensate on 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

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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. In determining that Dr. Thompson is independent, our board of directors considered his role as Partner at OrbiMed Advisors LLC, which holds approximately 15.5% of our outstanding voting stock as of March 31, 2025, see “Security Ownership of Certain Beneficial Ownership and Management,” and the fact that Rule 10A-3 under the Exchange Act provides that an audit committee member may still be considered independent if he or she does not fall within the less-than-10% stock ownership safe harbor provision of this rule.

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, Ms. Morris 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 Chairperson 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 Chairperson of our board of directors but is not an officer. We currently expect and intend the positions of Chairperson 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, 2024, 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 2024, the board of directors held four 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 2024 annual meeting.

AUDIT COMMITTEE

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COMPENSATION COMMITTEE

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

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

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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, 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.

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.

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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.

INSIDER TRADING POLICY AND COMPLIANCE

Our board of directors has adopted an Insider Trading Policy governing the purchase, sale, loan, and other transfers or dispositions of any equity securities (including common stock, options, restricted stock units, warrants and preferred stock), debt securities (including debentures, bonds and notes) of the Company and such other companies, whether direct or indirect, and any offer to engage in the foregoing transactions, and/or other disposition of our securities by directors, officers, employees, consultants, contractors and advisors of the Company. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 3, 2025 (Form 10-K).

From time to time, we may engage in transactions in our own securities. With regard to the Company’s trading in its own securities, it is the Company’s practice to comply with the federal securities laws and the applicable exchange listing requirements.

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 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

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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 and cybersecurity risks. 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 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.

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CASH COMPENSATION

Each non-employee director is paid an annual cash retainer of $40,000, effective in March 2024 (increased from $38,000). In addition, each non-employee director who serves as Board chairperson or member of a committee will be entitled to receive the following cash compensation under the policy for his or her services:

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 director services in addition to their regular employee compensation. Dr. Koch and Dr. Russell were our only employees who served as directors during 2024.

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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 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.

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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, 2024.

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Proposal 1: Election of Directors

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NOMINEES

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Alan Russell, Ph.D. and Arlene M. Morris as nominees for election as Class I directors at the Annual Meeting. If elected, each of Alan Russell, Ph.D. and Arlene M. Morris will serve as Class I directors until the 2028 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 Alan Russell, Ph.D. and Arlene M. Morris.

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

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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, 2025. 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, 2025. 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, 2024 and 2023.

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AUDITOR INDEPENDENCE

In our fiscal year ended December 31, 2024, 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, 2024 and 2023 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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Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers

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The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), enables stockholders to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole and our executive compensation philosophy, policies, and practices described in this proxy statement.

With this Say-on-Pay proposal, we are offering our stockholders an opportunity to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement, including the compensation tables and any related narrative discussion. Although the vote is non-binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters. Our board of directors and our compensation committee will consider the voting results when making future compensation decisions.

VOTE REQUIRED

Approval of the advisory vote on the compensation of our named executive officers 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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Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers

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In accordance with the Dodd-Frank Act and Section 14A of the Exchange Act, we must provide our stockholders with the opportunity to make a non-binding, advisory vote on the frequency of future advisory votes on named executive officer compensation, also commonly known as the “Say-on-Frequency” proposal. The non-binding, advisory “Say-on-Frequency” proposal must be submitted to our stockholders at least once every six years.

Such proposal provides stockholders and advisory firms the opportunity to react promptly to emerging trends in compensation and to provide feedback before those trends become pronounced over time. In addition, an annual vote allows shareholders the opportunity to engage in thorough analysis each year and encourages meaningful dialogue between shareholders and our board of directors regarding the Company's executive compensation practices on a yearly basis, which allows our board of directors to more effectively implement changes to our compensation programs in a timely manner.

VOTE REQUIRED

The alternative among one year, two years or three years that receives the highest number of votes from the holders of shares of our common stock present at the Annual Meeting (including by proxy) and entitled to vote at the Annual Meeting will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

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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:

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, 2024 for filing with the SEC.

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

Laura Brege (Chairperson)

Arlene Morris

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 March 31, 2025:

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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.

Robert Blaustein, M.D. has served as our Chief Development Officer since January 2025. Previously, from September 2009 to January 2025, Dr. Blaustein held various positions with Merck & Co., Inc., a pharmaceutical company, including as Associate Vice President and the Atherosclerosis Section Head in the Atherosclerosis and Metabolism Clinical Research Department from June 2023 to January 2025, and as Associate Vice President and the Heart Failure Section Head from January 2021 to June 2023. Mr. Blaustein led all late phase development efforts in the Atherosclerosis space. Additionally, Mr. Blaustein served as Merck Chair of the Joint Development Committee, Merck-Bayer Soluble Guanylate Cyclase Collaboration from October 2017 to June 2023, as the Merck Chair of the Vericiguat Product Development Team from December 2018 to September 2022, and as Merck’s Executive Director of Clinical Research, Cardiovascular Diseases from September 2014 to January 2021. During his 15+ years at Merck Dr. Blaustein contributed to clinical programs across a range of cardiovascular targets and led clinical development in the atherosclerosis and heart failure spaces. His post-graduate training included a medical residency at Brigham and Women’s Hospital, cardiology fellowship training at Massachusetts General Hospital, and a post-doctoral fellowship in the lab of Chris Miller, an HHMI investigator in the Biochemistry Department at Brandeis University. He then joined the faculty of Tufts Medical Center running an R01-funded laboratory studying ion

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channel proteins. At Tufts he served as an attending cardiologist in the Cardiology Division, was a faculty member in the Neuroscience and Biochemistry Departments and was co-director of the medical school's MD-PhD Medical Scientist Training Program. Dr. Blaustein received a B.A. in mathematics from Wesleyan University, an M.D. from Albert Einstein College of Medicine, and a Ph.D. in neuroscience from Albert Einstein College of Medicine.

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 Operating Officer since January 2025, and as our Chief Business Officer from September 2020 to January 2025. 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 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

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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.

John R. Moore has served as our General Counsel since September 2020. Mr. Moore has also served as counsel to Instil Bio, Inc., a clinical-stage biopharmaceutical company focused on developing cell therapies, 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 University of Illinois at Urbana-Champaign and a J.D. from the University of North Carolina at Chapel Hill School of Law.

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Executive Compensation

HOW COMPENSATION IS DETERMINED

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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, 2024 and 2023:

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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:

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EMPLOYMENT ARRANGEMENTS WITH OUR NAMED EXECUTIVE OFFICERS

We have entered into an employment offer letter agreement with each of our named executive officers in connection with his employment with us. These offer letters provide for “at will” employment.

KEVIN KOCH, PH.D.

We have entered into a confirmatory employment letter with Dr. Koch, our President and Chief Executive Officer. The confirmatory employment letter currently has no specific term and provides for at-will employment. Dr. Koch’s annual base salary in fiscal 2024 was $618,675 and his annual target bonus was 55% of his annual base salary. Effective January 1, 2025, Dr. Koch’s annual base salary was increased to $670,000, and his annual target bonus was increased to 60% of his annual base salary.

JOANNE DONOVAN, M.D., PH.D. 

We have entered into a confirmatory employment letter with Dr. Donovan, our Chief Medical Officer. The confirmatory employment letter currently has no specific term and provides for at-will employment. Dr. Donovan’s annual base salary in fiscal 2024 was $507,520 and her annual target bonus was 40% of her annual base salary. Effective January 1, 2025, Dr. Donovan’s annual base salary was increased to $530,358.

BEHRAD DERAKHSHAN, PH.D.

We have entered into a confirmatory employment letter with Dr. Derakhshan, our Chief Operating Officer. The confirmatory employment letter currently has no specific term and provides for at-will employment. As of January 1, 2024, Dr. Derakhshan’s annual base salary was $478,400, and his annual target bonus was 40% of his annual base salary. Effective January 1, 2025, in connection with his promotion to Chief Operating Officer, Dr. Derakhshan’s annual base salary was increased to $520,000 and his annual target bonus was increased to 45% of his annual base salary.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN 

In February 2021, our board of directors adopted an Executive Change in Control and Severance Plan (Executive Severance Plan) pursuant to which our named executive officers and certain other key employees are eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Executive Severance Plan. This Executive Severance Plan was developed with input from Aon regarding severance practices at comparable companies. It is designed to attract, retain and reward senior level employees. The

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Executive Severance Plan supersedes any other severance payments and benefits to which such key employee was entitled prior to signing the participation agreement.

Each of our named executive officers has signed a participation agreement under our Executive Severance Plan providing for the rights to the applicable payments and benefits described below.

In the event of an “involuntary termination” of the employment of a named executive officer, which generally includes a termination of employment by us for a reason other than “cause,” the named executive officer’s death or “disability” ​(as such terms are defined in our Executive Severance Plan), that occurs outside the change in control period (as described below), then the named executive officer will be entitled to the following payments and benefits:

In the event of an “involuntary termination” of the employment of a named executive officer, which generally includes a termination of employment by the named executive officer for “good reason” (as defined in the Executive Severance Plan) or by us for a reason other than cause, the named executive officer’s death or disability that occurs within a period beginning three months prior to and ending 12 months following a “change in control” ​(as defined in our Executive Severance Plan) (such period, the “change in control period”), then the named executive officer will be entitled to the following payments and benefits:

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The receipt of the payments and benefits provided for under the Executive Severance Plan described above is conditioned on the named executive officer signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the 60th day following the named executive officer’s involuntary termination of employment, as well as compliance with certain non-disparagement provisions following the named executive officer’s termination of employment and continued compliance with the invention assignment and confidentiality agreement applicable to the named executive officer.

In addition, if any of the payments or benefits provided for under the Executive Severance Plan or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (Code) and could be subject to the related excise tax, the named executive officer will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to them. The Executive Severance Plan does not require us to provide any tax gross-up payments to the named executive officers.

401(K) PLAN

We maintain a 401(k) retirement savings plan for the benefit of our employees, including our named executive officers who remain employed with us, and who satisfy certain eligibility requirements. Under the 401(k) plan, eligible employees may elect to defer a portion of their compensation, within the limits prescribed by the Code, on a pre-tax or after-tax (Roth) basis, through contributions to the 401(k) plan. The 401(k) plan authorizes employer safe harbor contributions. The 401(k) plan is intended to qualify under Sections 401(a) and 501(a) of the Code. As a tax-qualified retirement plan, pre-tax contributions to the 401(k) plan and earnings on those pre-tax contributions are not taxable to the employees until distributed from the 401(k) plan, and earnings on Roth contributions are not taxable when distributed from the 401(k) plan.

NON-EQUITY INCENTIVE PLAN COMPENSATION

In February 2021, our board of directors adopted the Executive Incentive Compensation Plan (Incentive Compensation Plan). Our Incentive Compensation Plan allows our compensation committee to grant incentive awards, generally payable in cash, to employees selected by our compensation committee, including our named executive officers, based upon performance goals established by our compensation committee.

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Under our Incentive Compensation Plan, our compensation committee determines the performance goals applicable to any award, which goals may include, without limitation, goals related to research and development, regulatory milestones or regulatory-related goals, gross margin, financial milestones, new product or business development, operating margin, product release timelines or other product release milestones, publications, cash flow, procurement, savings, internal structure, leadership development, project, function or portfolio-specific milestones, license or research collaboration agreements, capital raising, patentability and individual objectives such as peer reviews or other subjective or objective criteria. The performance goals may differ from participant to participant and from award to award.

The compensation committee of our board of directors administers our Incentive Compensation Plan and may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in the discretion of the administrator. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it will not be required to establish any allocation or weighting with respect to the factors it considers.

Actual awards generally will be paid in cash (or its equivalent) only after they are earned, and, unless otherwise determined by the administrator, to earn an actual award a participant must be employed by us through the date the actual award is paid. The compensation committee may reserve the right to settle an actual award with a grant of an equity award under our then-current equity compensation plan, which equity award may have such terms and conditions, including vesting, as the compensation committee determines. Payment of awards will occur as soon as practicable after they are earned, but no later than the dates set forth in our Incentive Compensation Plan.

Our board of directors and our compensation committee will have the authority to amend, suspend or terminate our Incentive Compensation Plan, provided such action does not impair the existing rights of any participant with respect to any earned awards.

2024 BONUS PLAN

The Company provides annual cash incentive compensation to its named executive officers under the Incentive Compensation Plan based on their meeting of one or more corporate performance objectives. The performance objects that the named executive officers must meet change from year to year as from year to year as market conditions evolve and different priorities are established, but the Company’s board of directors select challenging goals that are achievable only by strong performance.

All of the Company’s named executive officers participated in its annual cash incentive compensation program for 2024 (2024 Bonus Plan), which provided them with an opportunity to receive formula-based incentive amounts. These named executive officers’ target bonus opportunities under the 2024 Bonus Plan are expressed as a percentage of each named executive officer’s annual base salary. The target bonus opportunity for Dr. Koch was 55% and for Dr. Derakhshan and Dr. Donovan was 40% for 2024.

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For 2024, the performance metrics for which achievement was measured to determine bonuses were as follows:

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In December 2024, our compensation committee determined that the Company met or exceeded most of its goals. In light of its review of such accomplishments in fiscal year 2024, our committee recommended that our board of directors approve a bonus payout based on achievement of performance metrics at 130% of target for each of Drs. Koch, Derakhshan and Donovan under the 2024 Bonus Plan, which our board of directors approved in January 2025. Additionally, our compensation committee recommended, and our board of directors approved, a performance multiplier of 1.25 with respect to Dr. Derakhshan and 1.15 with respect to Dr. Donovan due to each such executive’s personal performance rating in fiscal 2024, resulting in bonus payouts to Dr. Derakhshan and Dr. Donovan equal to 162.5% and 149.5%, respectively, of target for each of Drs. Koch, Derakhshan and Donovan under the 2024 Bonus Plan.

The amounts in the Summary Compensation Table under the column “Non-equity incentive plan compensation” are based on the named executive officer’s target bonus amount multiplied by the performance metric achievement percentage and, with respect to Dr. Derakhshan and Dr. Donovan, multiplied by the performance multiplier set by our compensation committee and approved by our board of directors, consistent with the determinations under the applicable year’s bonus plan.

COMPENSATION RECOVERY (CLAWBACK)

In October 2023, our Compensation Committee adopted a Compensation Recovery Policy that complies with the new SEC and Nasdaq requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION

Our board of directors and compensation committee do not take material nonpublic information into account when determining the timing and terms of any stock option grant. The timing of any stock option grants to recipients in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an employee’s commencement of employment or promotion effective date). We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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In fiscal 2024, we granted stock options to Drs. Koch, Donovan and Derakhshan on the same day of the filing of our current report on Form 8-K on August 12, 2024. The following table is being provided pursuant to Item 402(x) of Regulation S-K regarding such stock option grants.

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