Alan Russell
About Alan Russell
Alan Russell, Ph.D., is Co-Founder, Chief Scientific Officer (CSO) and a director at Edgewise Therapeutics. He has served as CSO since June 2017 and on the board since August 2017; age 55 as of March 31, 2025 . He previously led muscle metabolism discovery at GSK and muscle biology at Cytokinetics, and holds a B.Pharm. and Ph.D. from the University of Bath with postdoctoral work at Stanford School of Medicine . The company provides pay-versus-performance disclosures including TSR relationship charts (no specific TSR figures disclosed) . Under Russell’s scientific leadership tenure, Edgewise reported positive topline data in key programs (e.g., CANYON Phase 2 in Dec-2024; CIRRUS-HCM Phase 2 topline in Apr-2025) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GlaxoSmithKline plc | Vice President & Head, Muscle Metabolism Discovery Performance Unit | Sep 2014 – Jun 2017 | Led discovery unit in muscle metabolism, shaping portfolio and translational strategy |
| GlaxoSmithKline plc | Director & Head of Biology, Muscle Metabolism DPU | Mar 2010 – Sep 2014 | Directed biology for muscle metabolism, building target validation and pipeline groundwork |
| Cytokinetics, Inc. | Associate Director, Muscle Biology & Therapeutics | Feb 2002 – Feb 2010 | Advanced muscle biology programs in impaired muscle function indications |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| University of Colorado Boulder (Dept. of Integrative Physiology) | Adjunct Professor | Nov 2017 – present | Academic collaboration and talent pipeline development in integrative physiology |
Board Governance & Service
- Board service: Director since 2017; nominated as Class I director for election at the June 13, 2025 annual meeting .
- Committee roles: None listed for Russell (employee director). Board committees (Audit, Compensation, Nominating & Corporate Governance) are populated by non-employee directors; Russell has no committee memberships in 2024 or 2025 board tables .
- Dual-role implications: As an executive officer (CSO) and director, Russell is not independent; employee directors receive no additional board fees (employee directors—Koch and Russell—were the only employees serving as directors during 2023) .
- Governance safeguards: Independent director executive sessions at each regular board meeting; adoption of compensation recovery (clawback) policy; Insider Trading Policy prohibits hedging and pledging .
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Actual bonus paid ($) |
|---|---|---|---|
| 2022 | 442,000 | 40% | 203,320 |
Notes: Company disclosed that effective January 1, 2023, Russell’s annual base salary increased to $459,680 with a 40% target bonus opportunity . 2023–2024 actual bonus payouts for Russell were not disclosed in the Summary Compensation Tables reviewed .
Performance Compensation
Annual cash incentive (company framework; latest disclosed)
| Plan year | Corporate performance metrics | Corporate achievement | Notable details |
|---|---|---|---|
| 2024 | Clinical Development; Regulatory; Financing; Business Development; Personnel | 130% of target for participating NEOs (Koch, Derakhshan, Donovan) | Additional personal performance multipliers applied to certain NEOs (e.g., 1.25 Derakhshan; 1.15 Donovan) |
Note: Russell’s individual 2024 bonus determination was not disclosed in the 2025 proxy; he was not among the NEOs listed in the 2024/2025 Summary Compensation Tables .
Equity awards and vesting detail (as of 12/31/2022)
| Grant date | Award type | Exercisable (sh) | Unexercisable (sh) | Exercise price ($/sh) | Expiration | Unvested RSUs (sh) | RSU market value at 12/31/2022 ($) |
|---|---|---|---|---|---|---|---|
| 9/19/2017 | Stock option | 1,531,780 | — | 0.18 | 6/27/2032 | — | — |
| 8/31/2018 | Stock option | 130,352 | — | 0.45 | 8/30/2028 | — | — |
| 11/15/2019 | Stock option | 179,968 | 47,364 | 0.64 | 11/14/2029 | — | — |
| 9/2/2020 | Stock option | 106,947 | 83,190 | 0.71 | 9/1/2030 | — | — |
| 12/16/2020 | Stock option | 237,599 | 237,584 | 1.93 | 12/15/2030 | — | — |
| 8/17/2021 | Stock option | 40,000 | 80,000 | 16.38 | 8/17/2031 | — | — |
| 5/1/2022 | RSU | — | — | — | — | 15,625 | 139,688 (at $8.94) |
| 8/8/2022 | Stock option | 18,333 | 201,667 | 10.39 | 8/8/2032 | — | — |
Vesting schedules (select disclosures):
- 2017 option: 1/48 monthly after June 13, 2017, service-based .
- 2018 option: 25% at Nov 2, 2019, then 1/48 monthly thereafter, service-based .
- For options granted 2021–2022, company equity plans govern; general practice is 25% cliff then monthly, subject to continued service (specific award footnotes cited above) .
Clawback and grant timing policies:
- Clawback: Compensation Recovery Policy adopted in Oct 2023, compliant with SEC/Nasdaq rules .
- Equity granting: Board/committee do not time awards based on MNPI; 2024 grants disclosed with required 402(x) table for certain NEOs (not Russell) .
Moneyness indicator:
- For context, the company used a $26.70 closing price to value RSUs at 12/31/2024; Russell’s disclosed option strikes ($0.18–$16.38/$10.39) would be in-the-money at that date, implying potential exercise/sale incentives as vesting continues .
Equity Ownership & Alignment
| As-of date | Beneficial ownership (sh) | % of outstanding |
|---|---|---|
| Apr 1, 2023 | 2,551,167 | 4.03% (out of 63,277,401 shares) |
Alignment policies and practices:
- Hedging/pledging: Company policy bars directors/officers/consultants from hedging or pledging company stock; also prohibits trading in derivatives on company securities, with limited exceptions requiring compliance approval .
- Employee directors receive no additional director compensation, reinforcing pay alignment via regular employee compensation and equity .
Employment Terms
- Employment status: At-will under confirmatory employment letter (CSO role) .
- Compensation terms: As of Jan 1, 2023, base salary $459,680; annual target bonus 40% of salary .
- Executive Change in Control and Severance Plan (Russell participated as an NEO in 2023):
- Outside a change-in-control period: 9 months’ base salary; 9 months COBRA (cash equivalent), plus specified equity acceleration provisions primarily for the CEO; (Russell as NEO receives the salary/COBRA benefits; equity acceleration specifics for NEOs generally apply within CIC, below) .
- Within CIC period (3 months before to 12 months after a CIC) and subject to an involuntary termination or resignation for good reason (double-trigger): 12 months’ base salary; target annual bonus (1.0x); 12 months COBRA; 100% vesting acceleration of outstanding equity (performance awards vest at 100% of target) .
- 280G: “Best-net” cutback—no tax gross-ups .
Performance & Track Record
- Notable achievements announced during Russell’s CSO tenure: positive topline results from CANYON Phase 2 (Dec 16, 2024) and CIRRUS-HCM Phase 2 (Apr 2, 2025), alongside financing activities to support development .
- Corporate governance and shareholder engagement: recurring executive sessions of independent directors and active year-round shareholder engagement highlighted in annual proxies .
Director Compensation (context; employee directors excluded)
- Non-employee director annual cash retainer increased to $40,000 in 2024; committee chair/member retainers disclosed (e.g., Audit Chair $15,000; Compensation Chair $10,000, etc.) .
- Employee directors (including Russell) are not paid additional board retainers/equity for board service .
Compensation Committee & Peer Benchmarking
- Committee retains independent consultant (Alpine Rewards since Oct 2023) to advise on peer group and pay decisions; earlier Aon support .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes an advisory Say-on-Pay vote (and frequency vote) on the ballot; results not yet disclosed in the proxy .
- Prior 8-Ks (2023, 2024 annual meetings) disclosed director elections/auditor ratification; no Say-on-Pay results reported in those filings .
Risk Indicators & Red Flags
- Positive: Clawback policy adopted (Oct 2023); no excise tax gross-ups in severance plan; hedging/pledging prohibited .
- Monitoring items: Large in-the-money option overhang (multiple low-strike grants) could create selling pressure around vesting/expirations, though company prohibits hedging/pledging and maintains standard insider trading windows .
Investment Implications
- Alignment: Russell’s ownership stake (4.03% as of 4/1/2023) and significant legacy options support alignment; policy bans on hedging/pledging and lack of tax gross-ups are shareholder-friendly .
- Incentives and performance linkage: Cash bonuses tied to clinical/regulatory/financing milestones (130% corporate achievement in 2024 for participating NEOs) indicate emphasis on pipeline execution and capital access—key value drivers for EWTX; Russell’s specific bonus outcomes were not disclosed for 2024 .
- Retention and change-in-control economics: Double-trigger CIC protection (12 months salary + target bonus + full equity acceleration for NEOs) is market-typical and should reduce retention risk during strategic events without shareholder-unfriendly gross-ups .
- Governance: Dual role as CSO and director limits independence but he holds no committee seats and employee directors receive no board pay, mitigating excess influence/entrenchment concerns; independent director executive sessions in place .