Peter Harwin

About Peter Harwin

Independent director (Class I) of Apogee Therapeutics since June 2023; age 39 as of April 29, 2025; Managing Member at Fairmount Funds Management LLC; B.B.A. from Emory University . The Board has affirmatively determined he is independent under Nasdaq rules, including consideration of relationships with significant investors and related transactions .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; not on Compensation or Nominating .
• Committee meeting cadence 2024: Audit (4), Compensation (5), Nominating (3) .
• Board met five times in 2024; each director attended at least 75% of aggregate Board/committee meetings during their service period; all directors attended the 2024 annual meeting .
• Independence: Board determined Harwin is independent and meets heightened criteria for Audit Committee service .

Fixed Compensation

• 2024 non‑employee director compensation realized:

  • Cash fees: $48,280
  • Option awards (grant‑date fair value): $349,828
  • Total: $398,108

• Director compensation policy in effect during 2024 (key cash elements):

  • Board retainer: $40,000 (non‑Chair)
  • Committee retainers: Audit member $7,500; Compensation member $5,000; Nominating member $4,000; Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $8,000

• Amended policy (effective as of 2025 annual meeting): Audit member $10,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Board retainer unchanged at $40,000 .

Performance Compensation

• Equity structure (directors): stock options only; initial one‑time option award fair value $700,000 (3‑year annual vest, subject to caps); annual option award fair value $350,000 (1‑year cliff vest, subject to caps). Amended in 2025 to $800,000 initial and $400,000 annual with lower share caps, same vesting cadence .
• Harwin’s 2024 equity grants and status:
  • Awarded 10,370 options in 2024 as part of annual director grant
  • Options held as of Dec 31, 2024: 15,919 (exercisable/unexercisable not separately disclosed in director section)

Performance metrics table (directors):

Other Directorships & Interlocks

• Significant investor interlocks: Fairmount Funds holds 2,048,647 voting shares and 6,743,321 non‑voting shares in APGE; Harwin is a managing member of Fairmount and may be deemed to share voting/investment power; beneficial ownership disclaimed except for pecuniary interest .
• Paragon JV governance: Fairmount appointed the sole director and can approve Paragon’s executives; APGE has multiple discovery, option, and license agreements with Paragon, with milestone and service payments across 2022–2024 .

Expertise & Qualifications

• Life sciences investment and board governance expertise from Fairmount and prior Boxer Capital experience .
• Public company board leadership (COGT chairman) and multiple biotech directorships (SYRE, ORKA; prior VRDN) .
• Education: B.B.A., Emory University .

Equity Ownership

Policies affecting alignment:

• Anti‑hedging: directors prohibited from short sales, publicly traded options, and hedging/monetization transactions .
• Clawback: SEC/Nasdaq‑compliant incentive compensation clawback policy .

Shareholder Voting Signals

Interpretation:

• Strong support for Harwin’s election and board compensation decisions, indicating investor confidence as of 2024 .

Related‑Party Transactions and Potential Conflicts

• Paragon agreements: APGE paid $1.3m upfront and issued 1,250,000 common units under 2022 Option Agreement; additional common units issued with financing tranches; recurring fees per Research Program ($0.5m under 2022 agreement; $2.0m under 2023 agreement) plus milestone payments (e.g., $1.0m candidate nomination; $2.0m–$5.0m dosing milestones); total Paragon‑related expense recognized: $23.6m (2022), $26.3m (2023), $19.2m (2024) .
• Governance controls: APGE’s formal related‑party transaction policy requires Audit Committee approval, but the 2022 Option Agreement pre‑dated policy adoption and was not reviewed under it (arm’s‑length assertion maintained) .
• Ownership interlocks: Fairmount controls significant stakes in APGE and Paragon; Harwin (Fairmount managing member) sits on Paragon’s board, presenting ongoing oversight complexity for APGE’s Audit Committee in monitoring pricing and milestones .

RED FLAGS

• Extensive related‑party dealings between APGE and Paragon with Fairmount control influence; 2022 agreement not reviewed under formal policy due to timing .
• Concentrated beneficial ownership via Fairmount affiliates; potential perceived influence over APGE governance and transaction terms .

Compensation Mix and Alignment (2024)

• Mix: Equity $349,828 vs. cash $48,280; equity ≈ 88% of total (derived from disclosed amounts) .
• Structure indicates at‑risk, equity‑heavy director pay via time‑vested options; no performance metric overlay for directors .

Governance Assessment

• Strengths:

  • Independent status with Audit Committee service; Board confirms heightened independence for Audit/Comp members .
  • Equity‑heavy compensation fosters alignment; anti‑hedging policy prevents misalignment practices .
  • Robust shareholder support for director elections and board compensation actions in 2024 .

• Watch items:

  • Related‑party exposure via Paragon JV and Fairmount control; continued Audit Committee scrutiny of pricing/milestones advisable; ensure recusal protocols for conflicted directors in any approvals .
  • High beneficial ownership concentration could influence governance dynamics; transparency on recusals and independent valuations mitigates risk .
  • Attendance disclosure is aggregate; individual attendance detail not provided beyond ≥75%; maintain strong documented engagement .

• Net view: Harwin brings deep biotech investing/board experience and maintains independence, but Fairmount/Paragon interlocks require consistent, documented conflict management to uphold investor confidence .