Badreddin Edris
About Badreddin Edris, Ph.D.
Independent director since February 2021; age 37 as of March 31, 2025. Co‑founder of Edgewise Therapeutics; currently Chief Operating Officer at SpringWorks Therapeutics (since January 2021). Academic credentials include B.I.S. in microbiology (Weber State), M.S. in biology (Stanford), and Ph.D. in genetics (Stanford; NSF Graduate Research Fellow). Background spans operating roles and healthcare private equity at OrbiMed and strategic roles at Silverback Therapeutics and Bain & Co.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgewise Therapeutics (EWTX) | Co‑founder; operational role; later advisor | Operational role May 2017–Mar 2018; director since Feb 2021 | Founding perspective; transitioned to governance |
| OrbiMed Advisors LLC | Investment and operating professional (private equity team) | Jun 2014–Nov 2018 | Deal execution, portfolio operations in biotech |
| Silverback Therapeutics, Inc. | Head of Corporate Development; Chief Business Officer | Apr 2016–Mar 2018; Apr–Sep 2018 | Company building; BD leadership at OrbiMed portfolio company |
| Bain & Co Inc. | Management consultant (healthcare practice) | Prior to OrbiMed (dates not specified) | Strategy and operations projects in healthcare |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpringWorks Therapeutics, Inc. | Chief Operating Officer (previously Chief Business Officer) | COO since Jan 2021; CBO Sep 2018–Dec 2020 | Commercial-stage rare disease and oncology operator |
- No other current public company directorships disclosed.
Board Governance
- Independence: Board determined Dr. Edris is independent under Nasdaq rules; six of eight directors are independent.
- Committee assignments: Compensation Committee Chair; not listed on Audit or Nominating & Corporate Governance.
- Attendance: Each director attended at least 75% of board and applicable committee meetings in FY2024; board met four times; all directors attended the 2024 annual meeting.
- Committee meeting cadence (2024): Audit 4; Compensation 2; Nominating & Corporate Governance 1.
- Governance practices: Independent director executive sessions at each regular board meeting; formal clawback policy adopted Oct 2023; hedging and pledging of company stock prohibited.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $48,227 | Actual cash paid in FY2024 per Director Compensation Table |
| Policy—Annual Cash Retainer | $40,000 | Effective Mar 2024 (from $38,000) |
| Policy—Compensation Committee Chair Fee | $15,000 | Effective Jan 1, 2025 (from $10,000) |
Performance Compensation (Director Equity)
| Component | FY2024 Value | Vesting | Key Terms |
|---|---|---|---|
| Option Awards (grant date fair value) | $247,738 | Annual option grant vests in full on first anniversary of grant or immediately before next annual meeting | 10‑year term; exercise price = 100% FMV on grant; full acceleration upon change in control for non‑employee directors |
- Initial director equity award (policy): Option grant targeted at $700,000 grant date fair value (cap: 60,000 shares) for first‑time non‑employee directors; increased Jan 1, 2025. Annual award targeted at $350,000 (cap: 30,000 shares) starting Jan 1, 2025.
- Change‑in‑control: Director equity fully accelerates if still serving at the transaction date.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None; no officers of EWTX serving on other boards’ comp committees, and comp committee members (including Dr. Edris) are not current or former officers/employees of EWTX per proxy disclosure. |
| Network ties | Historical OrbiMed affiliation (private equity) and multiple OrbiMed ties at EWTX (e.g., Chair Peter Thompson is an OrbiMed Partner; OrbiMed is a 15.8% holder). Independence determinations and related‑party review processes are disclosed. |
Expertise & Qualifications
- Drug development and BD leadership across rare diseases/oncology; co‑founder perspective at Edgewise.
- Private equity operating experience (OrbiMed) and healthcare consulting (Bain).
- Technical training: microbiology (B.I.S.), biology (M.S.), genetics (Ph.D.), NSF Graduate Research Fellow.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Mar 31, 2025) | 199,501 shares | “*” <1% of outstanding shares |
| Directly Held Shares | 19,820 | As of Mar 31, 2025 |
| Options Exercisable ≤60 days | 179,681 | As of Mar 31, 2025 |
| Total Outstanding Director Options (Dec 31, 2024) | 200,275 | Aggregate options outstanding (not all exercisable within 60 days) |
| Hedging/Pledging | Prohibited by policy (limited exceptions require approvals) | Alignment safeguard for directors and officers |
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, Dr. Edris oversees executive/director pay philosophy, approves pay and administers equity plans; the committee met twice in 2024—appropriate for a clinical‑stage biotech cadence but worth monitoring as organization scales.
- Independence and conflicts: Although historical OrbiMed ties exist within the board and cap table, the board affirmed Dr. Edris’s independence; related‑party transactions (e.g., shareholder participations in offerings) are overseen by the Audit Committee under a formal policy. No related‑party transactions disclosed involving Dr. Edris personally.
- Compensation alignment: Director cash is modest vs. equity options—equity grants are time‑based (not performance‑based), with single‑trigger change‑in‑control acceleration; this is common in biotech but grants increased materially in 2025, elevating dilution risk and pay sensitivity to share price—monitor grant sizing vs. TSR.
- Engagement: ≥75% attendance and regular independent director executive sessions support oversight quality; formal clawback and insider trading policies strengthen investor protections.
RED FLAGS to monitor
- Single‑trigger equity acceleration for directors at change‑in‑control can misalign incentives in sale scenarios; consider investor pushback if grant sizes continue rising.
- OrbiMed’s significant ownership and multiple ties at board level necessitate continued robust independence and related‑party oversight (currently disclosed and in place).
Signals supporting investor confidence
- Independence affirmation; formal related‑party review policy; prohibition on hedging/pledging; clawback adoption; consistent attendance.