Joanne Donovan
About Joanne Donovan
Joanne M. Donovan, M.D., Ph.D., age 68, has served as Chief Medical Officer (CMO) of Edgewise Therapeutics (EWTX) since April 2021, following senior clinical leadership roles at Astria Therapeutics/Catabasis and Genzyme; she is also a long‑tenured VA Boston staff physician and Harvard Medical School faculty member . Her 2024 pay mix combined cash and equity with formula-based incentives tied to clinical, regulatory, financing, business development, and personnel goals; the board approved a 149.5% of target cash bonus for 2024 based on 130% corporate achievement and a 1.15 personal multiplier . Company TSR (initial $100) improved to 307.34 in 2024 from 127.81 in 2023, while EBITDA remained negative (see table) . Effective January 1, 2025, her base salary increased to $530,358 with a 40% target bonus opportunity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astria Therapeutics (formerly Catabasis) | Chief Medical Officer | 2011–2021 | Led clinical development in rare disease programs; executive leadership through long CMO tenure . |
| Genzyme (joined via GelTex acquisition) | Positions of increasing responsibility; ultimately VP, Clinical Development | 1998–2011 | Directed clinical programs at a major biotech; built late-stage development experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VA Boston Healthcare System | Staff Physician (former Chief of Gastroenterology) | 1989–present | Veteran care leadership; ongoing clinical practice informs translational development . |
| Harvard Medical School | Faculty (most recently Associate Clinical Professor of Medicine) | 1990–present | Academic appointment supports clinical/scientific credibility and talent pipeline . |
Fixed Compensation
| Year/Effective Date | Base Salary ($) | Target Bonus (%) | Actual Cash Bonus ($) | All Other Comp ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 488,000 | 40% | 195,200 | 13,200 | Bonus paid at 100% of target for 2023 . |
| 2024 | 507,520 | 40% | 303,497 | 13,800 | 130% corporate × 1.15 personal = 149.5% of target . |
| 1/1/2025 (effective) | 530,358 | 40% | — | — | Updated base; at‑will employment confirmed . |
Performance Compensation
2024 Annual Bonus Plan (cash)
| Metric Category | Weighting | Target | Actual Achievement | Payout vs Target | Approval |
|---|---|---|---|---|---|
| Clinical Development Goals | Not disclosed | 100% of base × 40% target | Included in 130% corporate achievement | 149.5% (130% corporate × 1.15 personal multiplier) | Board approval Jan 2025 |
| Regulatory Goals | Not disclosed | — | — | — | — |
| Financing Goals | Not disclosed | — | — | — | — |
| Business Development Goals | Not disclosed | — | — | — | — |
| Personnel Goals | Not disclosed | — | — | — | — |
The company discloses categories but not weighting by metric; the compensation committee retains discretion under the Executive Incentive Compensation Plan .
Equity Awards and Vesting (as of 12/31/2024)
| Grant Date | Instrument | Status (Exercisable / Unexercisable or Unvested) | Exercise/Grant Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 4/30/2021 | Stock Option | 146,666 / 13,334 | 28.64 | 4/30/2031 | 25% on 4/26/2022; then 1/48 monthly thereafter . |
| 8/17/2021 | Stock Option | 133,333 / 66,667 | 16.38 | 8/17/2031 | 1/48 monthly from 9/17/2021 . |
| 5/1/2022 | RSU | 10,417 unvested; MV $278,134 | — | — | 1/3 annually beginning 5/1/2023 . |
| 8/08/2022 | Stock Option | 140,000 / 100,000 | 10.39 | 8/08/2032 | 1/48 monthly from 9/08/2022 . |
| 8/17/2023 | Stock Option | 66,666 / 133,334 | 7.08 | 8/17/2033 | 1/48 monthly from 9/17/2023 . |
| 8/12/2024 | Stock Option | 11,562 / 127,188 | 17.05 | 8/12/2034 | 1/48 monthly from 9/12/2024 . |
| 8/12/2024 | RSU | 23,125 unvested; MV $617,439 | — | — | 1/4 annually beginning 8/12/2025 . |
- RSU market values as of 12/31/2024 based on EWTX close $26.70 .
- Equity awards granted under the 2017 or 2021 equity plans as applicable .
Equity Ownership & Alignment
| As of | Direct Shares | Options Exercisable Within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| 3/31/2025 | 16,258 | 573,932 | 590,190 | <1% |
- Hedging and pledging: Company policy prohibits hedging and pledging of company securities by officers and directors (limited exceptions require approvals) .
- Ownership guidelines for executives: Not disclosed in the proxy.
- Clawback: Compensation Recovery Policy adopted October 2023 in line with SEC/Nasdaq rules .
Vesting supply watch:
- Remaining 2022 RSU tranche (10,417) scheduled to vest on 5/1/2025 .
- 2024 RSU award vests 1/4 annually starting 8/12/2025 (approximately equal annual tranches) .
- Multiple option grants vest 1/48 monthly; strikes span $7.08–$28.64 with one grant above the $26.70 year-end price (the 4/30/2021 grant at $28.64) —monitor potential selling pressure as tranches continue to vest.
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will; confirmatory employment letter . |
| Base/Bonus Reference | 2024 base $507,520; target bonus 40%; 2025 base increased to $530,358 (target 40%) . |
| Severance (non‑CIC) | 9 months base salary lump sum; 9 months COBRA or cash equivalent; limited equity acceleration (CEO-specific detail noted; Donovan follows plan terms) . |
| Severance (CIC, double-trigger) | If involuntary termination or resignation for good reason within 3 months before to 12 months after a change in control: 12 months base salary; target bonus (CEO at 150% target); 12 months COBRA; 100% acceleration of all outstanding equity (performance awards at target) . |
| Tax Gross‑ups | None; payments may be cut to avoid 280G excise tax if beneficial after tax; no gross‑up required . |
| Clawback | Compensation Recovery Policy compliant with SEC/Nasdaq . |
| Hedging/Pledging | Prohibited under Insider Trading Policy . |
Company Performance During Donovan’s Tenure (context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| TSR Index (Initial $100) | 127.81 | 307.34 |
| EBITDA ($) | -112,806,000* | -156,763,000* |
*Values retrieved from S&P Global.
Investment Implications
- Pay-for-performance alignment: 2024 cash bonus tied to operational milestones (clinical, regulatory, financing, BD, personnel) paid at 149.5% of target, signaling strong execution against disclosed corporate goals with an individual performance overlay .
- Retention and supply: Donovan holds a meaningful option position (573,932 exercisable within 60 days as of 3/31/2025) and unvested RSUs with scheduled cliffs in 2025; monthly option vesting and upcoming RSU tranches create ongoing potential selling supply, though hedging/pledging is prohibited .
- Change-in-control economics: Double-trigger protection with full equity acceleration and 12 months base plus target bonus supports retention through strategic events without shareholder‑unfriendly tax gross‑ups—governance friendly but potentially dilutive in a sale scenario .
- Mix shift in equity: After no stock awards in 2023, 2024 included both options and RSUs, modestly lowering risk versus options‑only structures and improving retention visibility via time‑based RSUs .
- Execution risk: Despite improved TSR in 2024, EBITDA remains negative given EWTX’s clinical‑stage profile; incentive design emphasizes non‑GAAP operational milestones rather than near‑term profitability, aligning management with value‑creation milestones while preserving flexibility under the plan .