UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On May 6, 2024, the Board of Directors (the “Board”) of Edgewise Therapeutics, Inc. (the “Company”) appointed Arlene Morris to serve (i) as a Class I director, with a term expiring at the Company’s 2025 annual meeting of stockholders, (ii) as a member of the Audit Committee of the Board (the “Audit Committee”), and (iii) as a member of the Compensation Committee of the Board (the “Compensation Committee”), replacing Peter Thompson as a member of the Audit Committee and Compensation Committee. The appointment of Ms. Morris is the culmination of a lengthy search process for a new director that commenced after Kenneth Harrison’s resignation from the Board in June 2023.
Arlene Morris, age 72, has served as Chief Executive Officer of Willow Advisors, a consultancy advising biotech companies on financing, strategy and business development, since 2015. Previously, she spent over a decade leading public biotechnology companies. From 2012 to 2015, Ms. Morris served as Chief Executive Officer of Syndax Pharmaceuticals Inc., a biopharmaceutical company focused on the development and commercialization of an epigenetic therapy for treatment-resistant cancers. Prior to this, she served as President and Chief Executive Officer of Affymax Inc., a biotechnology company. She spent 15 years at Johnson & Johnson, a pharmaceutical company, in marketing, sales and senior level business development positions. Ms. Morris is currently a member of the board of directors of Cogent Biosciences, since July 2019, Palatin Technologies, Inc., since June 2015, Viridian Therapeutics, Inc., since January 2018, and TC BioPharm (Holdings) PLC, since February 2022. Ms. Morris received her B.A. in Biology and Chemistry from Carlow College.
The Board determined that Ms. Morris qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the Nasdaq Stock Market (“Nasdaq”) and that Ms. Morris also satisfies the additional requirements of financial literacy and audit committee independence for Audit Committee service as well as compensation committee independence for Compensation Committee service under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.
There are no arrangements or understandings between Ms. Morris and any other person pursuant to which Arlene Morris was selected as a director. In addition, there are no transactions in which Ms. Morris has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Morris will receive compensation for her service pursuant to the Company’s outside director compensation policy. This includes an annual cash retainer of $40,000 per year for service as an outside director, an additional cash retainer of $7,500 per year for service as a member of the Audit Committee, and an additional cash retainer of $5,000 per year for service as a member of the Compensation Committee. Additionally, as a new outside director, Ms. Morris was granted a stock option to purchase shares with a grant date fair value as determined in accordance with U.S. generally accepted accounting principles equal to approximately $500,000. This stock option vests as to 1/36th of the total number of shares on each monthly anniversary of the grant date, subject to Ms. Morris’ continued service through the applicable vesting date. In the event of a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan), the stock option will vest in full. In addition, Ms. Morris also executed the Company’s standard form of indemnification agreement.
A copy of the press release announcing Ms. Morris’ appointment as a director is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 7, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EDGEWISE THERAPEUTICS, INC. | ||
| By: | /s/ R. Michael Carruthers | |
|
R. Michael Carruthers |
||
| Chief Financial Officer | ||
Date: May 7, 2024
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