Jonathan Root
About Jonathan Root
Jonathan Root, M.D., is an independent director of Edgewise Therapeutics (EWTX) and a General Partner at U.S. Venture Partners (USVP). He has served on EWTX’s board since August 2019; age 64 as of March 31, 2025, with prior board experience across multiple public and private healthcare companies . His credentials include an A.B. in economics (Dartmouth), M.D. (University of Florida), and M.B.A. (Columbia), combining medical and financial training aligned with audit and governance duties .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inari Medical, Inc. | Director | Sep 2011 – Feb 2025 | Company acquired by Stryker in Feb 2025, contributing to board-level transaction oversight . |
| OncoMed Pharmaceuticals, Inc. | Director | Aug 2004 – Apr 2019 | Governance and oversight for oncology program portfolio . |
| eFFECTOR Therapeutics, Inc. | Director | Apr 2014 – Feb 2022 | Oncology therapeutics development governance . |
| Silverback Therapeutics, Inc. | Director | Mar 2020 – Nov 2022 | Company acquired by ARS Pharmaceuticals in Nov 2022 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Venture Partners | General Partner; Managing Member of USVP funds | Jan 1998 – Present | Active healthcare investor; currently serves on boards of several private healthcare companies . |
Board Governance
- Committee assignments: Audit Committee Member; Nominating & Corporate Governance Committee Member .
- Independence: Board determined Dr. Root is independent under Nasdaq rules; 6 of 8 directors are independent .
- Attendance: Each director, including Dr. Root, attended at least 75% of board and applicable committee meetings in 2024; board met 4 times in 2024 .
- Committee meeting cadence (2024):
- Audit Committee: 4 meetings; Chair: Laura Brege; members include Dr. Root and Arlene Morris .
- Nominating & Corporate Governance Committee: 1 meeting; Chair: Peter Thompson; members include Dr. Root and Jonathan Fox .
- Governance practices: Independent director executive sessions at each regularly scheduled board meeting; hedging and pledging prohibited by Insider Trading Policy; Compensation Recovery (clawback) policy adopted Oct 2023 .
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $40,000 | Effective March 2024 (increased from $38,000) . |
| Audit Committee Member fee | $10,000 | Increased from $7,500 effective Jan 1, 2025 . |
| Nominating & Corporate Governance Member fee | $5,000 | Increased from $4,000 effective Jan 1, 2025 . |
| 2024 Cash actually paid to Dr. Root | $51,079 | FY2024 director compensation table . |
Notes:
- No meeting fees; fees paid quarterly in arrears .
- Directors may elect to receive cash retainer as fully-vested stock under the 2021 Plan; none elected in 2024 .
Performance Compensation
| Equity Award | Grant Value | Shares Cap | Vesting | Term/Exercise | Change-in-Control |
|---|---|---|---|---|---|
| Annual Option Award (2024) | $247,738 (ASC 718 fair value) | Policy cap 25,000 (pre-2025) | Vests in full on first anniversary or the day before next AGM . | 10-year max term; strike at FMV on grant date . | Accelerated vesting in full for non-employee directors upon change in control . |
| Annual Option Award (policy as of 1/1/2025) | $350,000 | 30,000 | Same as above . | Same as above . | Same as above . |
| Initial Option Award (policy as of 1/1/2025, for new directors) | $700,000 | 60,000 | 1/36 monthly over 3 years . | Same as above . | Same as above . |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Notes |
|---|---|---|---|
| OrbiMed Advisors (Peter Thompson, Board Chair) | Investor firm | Board chair is Partner at OrbiMed; OrbiMed is a 15.8% holder; board reviewed independence under Rule 10A-3 despite >10% “safe harbor” threshold consideration . | |
| USVP (Dr. Root) | Investor firm | Dr. Root is USVP General Partner | No related-party transactions disclosed with USVP; audit committee reviews related-party transactions >$120k . |
Compensation committee interlocks: None disclosed .
Expertise & Qualifications
- Medical background with board-level capital markets expertise; experienced healthcare VC .
- Educational credentials: A.B. (Dartmouth), M.D. (University of Florida), M.B.A. (Columbia) .
- Governance-relevant experience: service across multiple public boards and private companies in healthcare .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Composition |
|---|---|---|---|
| Jonathan Root, M.D. | 79,835 | <1% | 15,625 shares directly; 64,210 options exercisable within 60 days of Mar 31, 2025 . |
| Options Outstanding (12/31/2024) | 84,804 | — | Aggregate options outstanding as of year-end 2024 . |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy bars hedging and pledging; limited exceptions require approval . |
Insider Trades (Form 4)
| Transaction Date | Form 4 Filed | Type | Security | Quantity/Terms | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|---|
| 2024-06-10 | 2024-06-12 | A (Award) | Stock Option (Right to Buy) | 20,594 options; exercise price $17.13; expires 06/10/2034; vests 06/10/2025 | $0 (award) | Derivative position disclosed; direct ownership | |
| 2025-06-16 | 2025-06-18 | Form 4 submission | Common/Derivatives | Details reported in EDGAR filing for Dr. Root | — | — |
Note: 2021 initial Form 4 filing after IPO confirms Dr. Root as reporting person; attorney-in-fact: John R. Moore .
Governance Assessment
- Strengths:
- Independent director with dual medical and financial credentials; sits on Audit and Nominating committees supporting oversight of financial reporting, risk, independence, and board composition .
- Good engagement: ≥75% attendance; board runs executive sessions of independent directors and maintains clawback and anti-hedging/pledging policies, bolstering investor alignment .
- Director compensation primarily option-based, aligning with long-term equity value; clear change-in-control acceleration terms disclosed .
- Watch Items:
- Venture-capital influence on the board (OrbiMed significant holder; OrbiMed partner as board chair) reviewed for independence under SEC/Nasdaq rules; prudence requires ongoing monitoring of related-party offerings and committee independence .
- Director equity grants moved higher in 2025 (annual option award increased to $350k; initial award to $700k) which may raise pay inflation questions; however, changes were benchmarked and applied across the policy .
- RED FLAGS:
- None observed specific to Dr. Root: no related-party transactions tied to USVP; compensation committee interlocks none; hedging/pledging prohibited . Continued oversight advisable given significant investor representation on the board .