Kevin Koch
About Kevin Koch
Kevin Koch, Ph.D., age 64, is President and CEO of Edgewise Therapeutics and has served as a director since June 2017; he became CEO in August 2017 and previously served as CFO from August 2017 to September 2020 . He holds B.S. degrees in chemistry and biochemistry (SUNY Stony Brook) and a Ph.D. in organic chemistry (University of Rochester) . Company pay-versus-performance disclosures show a company TSR index value of 307.34 in 2024 (base=$100 on 12/31/2022) and reported net loss of $(133,813) for 2024; 2023 TSR index was 127.81 and net loss $(100,163) . CEO compensation “actually paid” (SEC methodology) was $35.6M in 2024 vs $9.6M in 2023, driven primarily by equity valuation changes; SCT-reported total pay was $7.6M in 2024 vs $4.0M in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edgewise Therapeutics | President & CEO; Director; CFO (prior) | CEO since Aug 2017; Director since Jun 2017; CFO Aug 2017–Sep 2020 | Led company through clinical, financing, and organizational milestones; executive leadership continuity since 2017 . |
| OrbiMed Advisors | Venture Partner | Since 2016 | Strategic investor/operator perspective; networked access to capital and BD . |
| Biogen | SVP, Drug Discovery (Chemical and Molecular Therapeutics) | Dec 2013–Sep 2015 | Global R&D leadership in neuro-focused biopharma . |
| Array BioPharma (co-founder) | President & CSO; Director | Co-founded Feb 1998; President & CSO Jun 1998–Nov 2013; Director May 1998–Apr 2012 | Built discovery and development engine; scaled organization to late-stage programs . |
| Amgen | Assoc. Director Medicinal Chemistry; Project Leader | May 1995–May 1998 | Led protease inhibitor and new leads teams . |
| Pfizer Central Research | Senior Research Investigator; Project Coordinator | Sep 1988–May 1995 | Early career discovery leadership in immunology/cell migration . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Neurogastrx, Inc. | Director | Current | Private biotech board role . |
| Terremoto Biosciences | Director | Jul 2021–Dec 2023 | Private biotech; prior service concluded in 2023 . |
| Miragen Therapeutics, Inc. | Director | Prior | Public biotech board experience . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1, 2025) |
|---|---|---|---|
| Base Salary ($) | 594,880 | 618,675 | 670,000 |
| Target Bonus (% of Salary) | 55% | 55% | 60% |
| Actual Cash Bonus Paid ($) | 297,440 | 442,353 | — |
Notes: 2024 bonuses reflect 130% of target approved for 2024 performance; 2025 targets reflect new plan year effective Jan 1, 2025 .
Performance Compensation
- 2024 annual cash incentive metrics included: Clinical Development, Regulatory, Financing, Business Development, and Personnel. Payouts were approved at 130% of target for Dr. Koch based on “met or exceeded most goals” in 2024 .
- Clawback: Compensation Recovery Policy adopted in October 2023, compliant with SEC/Nasdaq rules (Dodd-Frank) .
| Component | Metric/Design | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate scorecard across clinical, regulatory, financing, BD, people | 55% of base salary | 130% of target (Koch) | Cash paid Q1’25 . |
| RSUs (grant 8/12/2024) | Time-based RSUs | 71,875 units (grant) | N/A | Vests 25% annually beginning 8/12/2025 . |
| Stock Options (multiple grants) | Time-based options (monthly vesting) | See Equity Awards table below | N/A | Typical 1/48 monthly vesting; 10-year term; FMV strike . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,216,850 shares (3.3% of outstanding) as of 3/31/2025 . |
| Composition | 259,554 held by KTK Family Enterprises LLC; 14,478 direct; three family trusts totaling 79,230; 2,863,588 shares via options exercisable within 60 days . |
| Shares Outstanding Base | 95,205,683 shares (as of 4/16/2025) used for ownership % calculations . |
| Vested vs Unvested (highlights) | Options exercisable within 60 days: 2,863,588; unvested RSUs: 71,875 (as of 12/31/2024) . |
| In-the-money context | Market value used in proxy for RSUs was based on $26.70 stock price at 12/31/2024 . |
| Hedging/Pledging | Company prohibits hedging and pledging by directors/officers; limited exceptions require approval . |
| Ownership Guidelines | Not disclosed in provided sections. |
Key Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration | Notes/Vesting |
|---|---|---|---|---|---|
| 08/09/2017 | 51,181 | — | 0.18 | 08/08/2027 | Vested monthly over 48 months . |
| 11/16/2018 | 178,711 | — | 0.45 | 11/15/2028 | 25% cliff then monthly . |
| 11/15/2019 | 491,865 | — | 0.64 | 11/14/2029 | Monthly vesting . |
| 09/02/2020 | 380,274 | — | 0.71 | 09/01/2030 | Monthly vesting . |
| 12/16/2020 | 664,292 | — | 1.93 | 12/15/2030 | Monthly; includes special accel terms (see Employment Terms) . |
| 08/17/2021 | 333,333 | 66,667 | 16.38 | 08/17/2031 | Monthly vesting . |
| 08/08/2022 | 320,833 | 229,167 | 10.39 | 08/08/2032 | Monthly vesting . |
| 08/17/2023 | 200,000 | 400,000 | 7.08 | 08/17/2033 | Monthly vesting . |
| 08/12/2024 | 35,937 | 395,313 | 17.05 | 08/12/2034 | Monthly vesting . |
| 08/12/2024 (RSU) | — | 71,875 RSUs | — | — | Vests 25% annually from 08/12/2025; MV $1,919,063 at 12/31/2024 . |
Employment Terms
| Provision | Kevin Koch (CEO) |
|---|---|
| Employment | At-will; confirmatory employment letter . |
| 2024 Base/Bonus | Base $618,675; target bonus 55% . |
| 2025 Adjustments | Base increased to $670,000; target bonus to 60% effective 1/1/2025 . |
| Severance (no CIC) | Lump sum 12 months base; 12 months COBRA; accelerated vesting of shares that would have vested in 12 months for specified awards . |
| Severance (CIC double-trigger; window = 3 months before to 12 months after CIC) | Lump sum 18 months base + 150% of target bonus; 18 months COBRA; 100% acceleration of all equity (performance awards at 100% of target) . |
| 280G Excise | Best-net cutback; no tax gross-ups . |
| Equity Plan Terms (directors) | Options priced at FMV; max 10-yr term (CEO equity granted under employee plans per tables). |
| Clawback | Compensation Recovery Policy adopted Oct 2023 . |
| Hedging/Pledging | Prohibited without approved exceptions . |
| Insider Trading Timing | Company states no MNPI timing of grants; 2024 officer grants aligned with 8-K filing on 8/12/2024; Item 402(x) disclosure provided . |
Board Governance
- Board service: Director since June 2017; serves as CEO and director but not Board Chair (Chair is Peter Thompson, M.D.) .
- Independence/committees: CEO is not independent; he is not a member of the Audit, Compensation, or Nominating & Corporate Governance committees .
- Board structure: Separate Chair and CEO; Board expects these roles to remain separate (mitigates CEO/Chair dual-role concerns) .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; Board held four meetings .
Compensation Tables (SCT excerpts)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 594,880 | 618,675 |
| Stock Awards (RSUs) ($) | — | 1,225,469 |
| Option Awards ($) | 3,070,335 | 5,300,903 |
| Non-Equity Incentive Plan Comp ($) | 297,440 | 442,353 |
| All Other Comp ($) | 13,200 | 13,800 |
| Total ($) | 3,975,855 | 7,601,200 |
Compensation Structure Analysis
- Mix shift toward equity: Introduction of RSUs in 2024 ($1.23M grant-date value) alongside larger option grant value ($5.30M), increasing long-term equity exposure vs 2023 (no RSUs; lower option value) .
- Above-target bonus despite non-profitable year: 2024 cash bonus paid at 130% of target on corporate goals while the company reported a net loss in 2024; underscores non-financial milestone emphasis in plan design .
- Governance safeguards: Clawback adopted Oct 2023; hedging/pledging prohibited; no 280G gross-ups (best-net cutback applies) .
- Grant timing controls: Company states grants are not timed to MNPI; disclosed Item 402(x) analysis for 8/12/2024 grants filed same day as Form 8-K .
Related Party Transactions (Context)
- 2024 and 2025 registered direct offerings included purchases by large shareholders (e.g., OrbiMed, RA Capital, Perceptive, Janus Henderson, Paradigm), signaling continued institutional support; no executive-specific related-party transactions disclosed beyond standard indemnification .
Investment Implications
- Alignment and potential selling pressure: Koch’s substantial in-the-money option holdings (numerous strikes well below the $26.70 price used at 12/31/2024 for valuation) and new 2024 RSUs vesting from 8/12/2025 create periodic windows of potential insider selling pressure as tranches vest; however, hedging/pledging bans reduce misalignment and forced sale risk .
- Retention and CIC economics: Robust double-trigger CIC protection (18 months base + 150% target bonus + 18 months COBRA + full equity acceleration) supports retention through strategic events but represents meaningful change-in-control leverage for the CEO; outside CIC, 12 months base and partial acceleration on specified awards apply .
- Pay-for-performance calibration: 2024 bonus at 130% indicates the plan prioritizes R&D, regulatory, financing, and BD milestones—appropriate for a clinical-stage biotech but can decouple payouts from GAAP profitability; the addition of RSUs lowers risk vs options for the executive and may modestly reduce upside convexity .
- Governance quality: Separation of Chair/CEO, active independent committees, clawback, and prohibitions on hedging/pledging are shareholder-friendly; CEO is not on key committees, mitigating independence concerns associated with dual executive/director roles .
- Track record and network: Koch’s founding and leadership history at Array BioPharma, senior R&D roles at Biogen, and ties to OrbiMed and external boards provide credible drug development and capital markets execution capabilities—key to value creation in development-stage biopharma .