Arlene Morris
About Arlene Morris
Arlene M. Morris, age 73, is an independent director of Edgewise Therapeutics (EWTX) since May 2024 and is nominated to continue as a Class I director through the 2028 annual meeting if re-elected. She serves on the Audit and Compensation Committees and is Chief Executive Officer of Willow Advisors, LLC; she holds a B.A. in biology and chemistry from Carlow College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willow Advisors, LLC | Chief Executive Officer | Since May 2015 | Advises biotech on financing, strategy, business development |
| Syndax Pharmaceuticals (private during her tenure) | Chief Executive Officer | Apr 2012 – May 2015 | Led oncology development/commercialization focus |
| Affymax, Inc. | President, CEO, Director | Jun 2003 – Jan 2011 | Development-stage biopharma leadership |
| Clearview Projects, Inc. | Management/executive positions | Not disclosed | Corporate advisory experience |
| Coulter Pharmaceutical, Inc. | Management/executive positions | Not disclosed | Public pharma leadership |
| Scios Inc. | Management/executive positions | Not disclosed | Cardiovascular/inflammatory diseases focus |
| Johnson & Johnson | Management/executive positions | Not disclosed | Healthcare operating experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Palatin Technologies, Inc. | Director | Jun 2015 | Public biotech (inflammatory/autoimmune) |
| Viridian Therapeutics, Inc. | Director | Jan 2018 | Public company developing therapies for serious/rare diseases |
| TC BioPharm PLC | Director | Sep 2021 | Public biopharma (cancer-focused) |
| Cogent Biosciences, Inc. | Director | Jul 2019 | Public biopharma (genetically defined diseases) |
| Foundation for Research and Development, MUSC | Board Chair | Not disclosed | Non-profit leadership |
| Carlow University | Trustee | Not disclosed | Academic governance |
Board Governance
- Independence: The board affirmatively determined Ms. Morris is independent under Nasdaq rules; six of eight directors (including Ms. Morris) are independent .
- Board structure: Separate Chair and CEO; executive sessions of independent directors occur at each regularly scheduled board meeting .
- Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee memberships (2024): Audit (Chair: Laura Brege; members Jonathan Root, M.D., Arlene M. Morris), 4 meetings; Compensation (Chair: Badreddin Edris, Ph.D.; members Laura Brege, Arlene M. Morris), 2 meetings .
- Audit Committee remit includes related-party oversight and cybersecurity risk; Compensation Committee oversees philosophy, policies, plans (including clawback); Nominating & Governance oversees independence and conflicts .
| Governance Item | Detail |
|---|---|
| Board class | Class I nominee; term through 2028 if re-elected |
| Committees | Audit (Member), Compensation (Member) |
| Meetings held (2024) | Audit: 4; Compensation: 2 |
| Independence | Independent director per Nasdaq rules |
| Executive sessions | Independent director sessions at each regular meeting |
Fixed Compensation
| Component | Policy Amount | Effective Date | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | Mar 2024 | Increased from $38,000 |
| Audit Committee Chair | $20,000 | Jan 1, 2025 | Up from $15,000 |
| Audit Committee Member | $10,000 | Jan 1, 2025 | Up from $7,500 |
| Compensation Committee Chair | $15,000 | Jan 1, 2025 | Up from $10,000 |
| Compensation Committee Member | $7,500 | Jan 1, 2025 | Up from $5,000 |
| Nominating & Governance Chair | $10,000 | Jan 1, 2025 | Up from $8,000 |
| Nominating & Governance Member | $5,000 | Jan 1, 2025 | Up from $4,000 |
- 2024 actual cash earned by Ms. Morris: $34,426 (joined May 6, 2024; no retainer-to-stock election by any director in 2024) .
| 2024 Director Compensation (Ms. Morris) | Amount ($) |
|---|---|
| Fees earned in cash | $34,426 |
| Option awards (grant-date fair value) | $747,391 |
| Total | $781,817 |
Performance Compensation
| Award Type | Grant-Date Fair Value | Share Cap | Vesting | Strike/Term | Change-in-Control |
|---|---|---|---|---|---|
| Initial Award (options) | $500,000 (policy as of Mar 2024); increased to $700,000 effective Jan 1, 2025 | 50,000 (policy Mar 2024); increased to 60,000 effective Jan 1, 2025 | 1/36 monthly from grant date, service-based | Exercise price at 100% FMV; 10-year term | Full acceleration upon change in control |
| Annual Award (options) | $250,000 (policy as of Mar 2024); increased to $350,000 effective Jan 1, 2025 | 25,000 (policy Mar 2024); increased to 30,000 effective Jan 1, 2025 | Vests in full at first anniversary or prior to next annual meeting | Exercise price at 100% FMV; 10-year term | Full acceleration upon change in control |
| Ms. Morris 2024 option awards | $747,391 (aggregate grant-date fair value) | — | — | — | — |
- Hedging/pledging prohibited for directors; options cannot be used to hedge; limited exceptions require approval .
- Compensation Recovery (clawback) policy adopted in Oct 2023, compliant with SEC/Nasdaq rules .
Other Directorships & Interlocks
| Company | Type | Role | Since |
|---|---|---|---|
| Palatin Technologies, Inc. | Public | Director | Jun 2015 |
| Viridian Therapeutics, Inc. | Public | Director | Jan 2018 |
| TC BioPharm PLC | Public | Director | Sep 2021 |
| Cogent Biosciences, Inc. | Public | Director | Jul 2019 |
| MUSC Foundation for Research and Development | Non-profit | Board Chair | Not disclosed |
| Carlow University | Academic | Trustee | Not disclosed |
- EWTX discloses a related-party transaction policy with Audit Committee pre-approval; 2024–2025 related party offerings involved institutional holders, not Ms. Morris .
Expertise & Qualifications
- Extensive biopharma leadership: CEO roles at Affymax and Syndax; executive roles across Clearview Projects, Coulter Pharmaceutical, Scios, and Johnson & Johnson .
- Broad public company board experience across multiple biotech issuers (Palatin, Viridian, TC BioPharm, Cogent) .
- Education in biology and chemistry (Carlow College) .
- Current governance roles in non-profit and academia (MUSC FRD Board Chair; Carlow University trustee) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (March 31, 2025) | 11,437 shares issuable pursuant to options exercisable within 60 days; less than 1% of outstanding shares |
| Outstanding director options (Dec 31, 2024) | 54,905 (aggregate shares subject to options outstanding) |
| Vested vs. unvested (proxy-reported) | 11,437 options exercisable within 60 days; remainder not exercisable within 60 days |
| Hedging/pledging | Prohibited by Insider Trading Policy |
| Ownership guidelines | Not disclosed for directors |
Governance Assessment
- Committee effectiveness: Ms. Morris serves on Audit and Compensation, aligning with her operating and board experience; Audit met 4 times and Compensation met 2 times in 2024, with Ms. Morris meeting the ≥75% attendance threshold .
- Independence and conflicts: Board determined she is independent under Nasdaq rules; no related-party transactions involving Ms. Morris disclosed; Audit Committee oversees related-party matters under a formal policy .
- Alignment and incentives: Her 2024 compensation was predominantly equity ($747,391 option awards vs. $34,426 cash), with service-based vesting and full acceleration on change-in-control; hedging/pledging prohibitions support alignment, though reported beneficial ownership is small as of March 31, 2025 .
- Board practices: Independent director executive sessions occur at every regular meeting; clawback policy is in place; separation of Chair and CEO supports independent oversight .
RED FLAGS: None specifically disclosed for Ms. Morris in EWTX filings (no related-party transactions, no pledging/hedging, attendance threshold met) .