Jonathan Fox
About Jonathan Fox
Jonathan Fox, M.D., Ph.D., is an independent director of Edgewise Therapeutics (EWTX), age 67, serving since March 2023; he is a member of the Nominating & Corporate Governance Committee and has deep cardiovascular clinical development experience, product approval expertise, and academic credentials (ABIM-certified in Cardiovascular Diseases; Fellow of the American College of Cardiology) . He earned his A.B. in biology, Ph.D. in experimental pathology, and M.D. from the University of Chicago, with training in Internal Medicine and Cardiology at Duke University; he has held faculty roles at the University of Pennsylvania and an adjunct position at Stanford’s Cardiovascular Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MyoKardia, Inc. | Chief Medical Officer; Senior Advisor | CMO 2013–2016; Senior Advisor 2016–2017 | Led clinical-stage programs in targeted therapies for serious cardiovascular diseases |
| Nigel‑Montgomery, LLC | Consultant | 2012–2013 | Technology research/advisory engagements |
| SmithKline Beecham; Merck Research Laboratories; AstraZeneca | Senior positions in R&D | 1998–2012 | Successive senior roles across major pharma R&D organizations |
| University of Pennsylvania School of Medicine | Faculty | 1993–2013 | Academic cardiology and research responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BridgeBio Pharma, Inc. (Cardiovascular & Renal division) | President and Chief Medical Officer | Since 2016 | Executive role at a clinical-stage biotech focused on genetically targeted therapies |
| ML BioSolutions (private) | Board member | Not disclosed | Company focused on limb girdle muscular dystrophy |
| Lankenau Institute for Medical Research (nonprofit) | Trustee | Not disclosed | Nonprofit research institute trustee |
| Stanford University Cardiovascular Institute | Adjunct faculty | Since 2013 | Ongoing academic engagement |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; committee chair is Peter Thompson, M.D. .
- Independence: The Board determined Dr. Fox is independent under Nasdaq rules; six of eight directors (including Fox) are independent .
- Attendance: During FY2024, each director attended at least 75% of Board and applicable committee meetings; the Board met four times; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting .
- Committee meetings in 2024: Audit (4); Compensation (2); Nominating & Corporate Governance (1) .
Fixed Compensation
| Item | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned in Cash (actual) | $43,579 | FY2024 | As reported in Director Compensation Table |
| Non‑employee director annual cash retainer (policy) | $40,000 | Effective Mar 2024 | Increased from $38,000 in Mar 2024 |
| Nominating & Corporate Governance Committee member fee (policy) | $5,000 | Effective Jan 1, 2025 | Increased from $4,000 |
| Option to convert retainer to fully‑vested shares | Election available; none elected in 2024 | FY2024 | Retainer Award mechanics under 2021 Plan |
Performance Compensation
| Item | Value | Grant/Vest Terms | Notes |
|---|---|---|---|
| Option Awards (grant date fair value; actual) | $247,738 | Annual non‑employee director option award; 2024 grants; vest as per plan terms | ASC 718 valuation; see Note references |
| Annual Award (policy level; from 2025) | $350,000 grant date FV; ≤30,000 shares | Vests in full on first anniversary or prior to next annual meeting | Increased from $250,000 effective Jan 1, 2025 |
| Initial Award (policy level; new directors) | $700,000 grant date FV; ≤60,000 shares | Vests 1/36 monthly from grant date | Increased from $500,000 Jan 1, 2025 (and from $300,000 Mar 2024) |
| Change‑in‑control treatment | 100% vesting acceleration for outstanding director equity awards | Requires service through change‑in‑control date | Options max 10‑year term; strike = FMV at grant |
| Performance metrics for directors | None disclosed; director equity is time‑based options | — | Compensation committee oversees clawback policy (company‑wide) |
Other Directorships & Interlocks
| Organization | Role | Status | Interlock/Potential Conflict |
|---|---|---|---|
| BridgeBio Pharma, Inc. | President & CMO (CV & Renal) | Executive role | Another EWTX director, Laura Brege, is Senior Advisor to BridgeBio; Board affirms Fox’s independence |
| ML BioSolutions | Board member | Private | No EWTX disclosed transactions with ML BioSolutions |
| Lankenau Institute for Medical Research | Trustee | Nonprofit | Governance/ethics oversight unaffected per independence determination |
Expertise & Qualifications
- Cardiovascular medicine expertise; ABIM Cardiovascular Diseases certification; Fellow, American College of Cardiology .
- Clinical development and product approval leadership across major pharma (SmithKline Beecham, Merck, AstraZeneca) and biotechs (MyoKardia), plus executive leadership at BridgeBio .
- Academic credentials and teaching roles at University of Chicago, Duke (training), University of Pennsylvania, and adjunct faculty at Stanford .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Total beneficial ownership (shares) | 64,563; less than 1% of outstanding | As of March 31, 2025 |
| Direct shares held | 10,857 | As of March 31, 2025 |
| Options exercisable within 60 days | 53,706 | As of March 31, 2025 |
| Options outstanding (aggregate) | 86,448 | As of December 31, 2024 |
| Hedging/pledging | Company policy prohibits hedging and pledging of company stock | Policy‑level control |
Governance Assessment
- Independence and attendance: Fox is Board‑designated independent; directors met attendance thresholds (≥75% in 2024), and the Board holds executive sessions of independent directors each regular meeting—supportive of effective oversight and investor confidence .
- Committee role: As a Nominating & Corporate Governance member, Fox participates in director selection, independence evaluations, conflicts oversight (outside related‑party transactions reviewed by Audit), and succession planning; engagement in Board self‑assessment/education is emphasized .
- Compensation alignment: 2024 director pay for Fox was predominantly equity via options ($247,738) with modest cash fees ($43,579), aligning incentives with shareholder value while retaining standard time‑based vesting; change‑in‑control full acceleration is typical but increases sensitivity to M&A outcomes .
- Ownership: Beneficial ownership is modest (<1%); however, option holdings provide exposure; company prohibitions on hedging/pledging mitigate misalignment risks .
- Related parties/conflicts: No related‑party transactions disclosed involving Fox; a potential interlock exists via BridgeBio (where Fox is President & CMO) and another EWTX director’s advisory role at BridgeBio, but the Board explicitly affirmed independence after reviewing relationships (monitor via Nominating & Corporate Governance oversight) .
RED FLAGS
- Potential interlock: BridgeBio linkage (Fox’s executive role; Brege Senior Advisor) warrants ongoing monitoring for conflicts in partnering/competitive decisions, though independence was affirmed and related‑party policies are robust .
- Change‑in‑control acceleration for director equity: While market standard, 100% acceleration may be viewed as investor‑unfriendly by some governance frameworks during M&A; balance with overall equity‑heavy mix and clear policy disclosure .