Peter Thompson
About Peter Thompson
Peter Thompson, M.D., is Chairperson and co‑founder of Edgewise Therapeutics (EWTX), age 65, serving on the board since May 2017 and as Chair since August 2017. He is a Partner at OrbiMed Advisors LLC (since September 2010), Chairman of Terremoto Biosciences, Inc. (since August 2024; previously President & CEO, August 2021–August 2024), and holds a Sc.B. in Molecular Biology & Mathematics and an M.D. from Brown University; he is a board‑certified internist and oncologist and an Affiliate Professor of Neurosurgery at the University of Washington, with numerous patents. The EWTX board has determined Dr. Thompson is “independent” under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgewise Therapeutics, Inc. | Chairperson of the Board; Co‑founder; Director | Director since May 2017; Chair since Aug 2017 | Chairs Nominating & Corporate Governance; Board leadership separates Chair and CEO |
| Terremoto Biosciences, Inc. | Chairman | Since Aug 2024 | Strategic leadership of biotech therapeutics |
| Terremoto Therapeutics Holdings, LLC | President & CEO | Aug 2021–Dec 2022 | Built drug discovery operations |
| Glia Biotherapeutics, Inc. | CEO & President | Jul 2018–Jul 2023 | Led glia‑mediated pathway programs |
| Trubion Pharmaceuticals, Chiron, Becton, Dickinson | Executive leadership roles | Not specified | Biopharma operations/strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed Advisors LLC | Partner (previously Venture Partner) | Since Sep 2010 | OrbiMed affiliates hold ~15.8% of EWTX; Dr. Thompson’s board fees paid to OrbiMed |
| Sionna Therapeutics, Inc. | Director | Since Feb 2022 | Public company directorship |
| Corvus Pharmaceuticals, Inc. | Director | Since Nov 2014 | Public company directorship |
| ARS Pharmaceuticals Inc. | Director | Since Apr 2016 | Public company directorship |
| Prior public boards | Director | Various | Alpine Immune Sciences; Janux Therapeutics; Decibel Therapeutics; Adaptimmune; Principia Biopharma; PMV Pharmaceuticals; Prevail Therapeutics; Sierra Oncology; Synthorx |
| University of Washington | Affiliate Professor of Neurosurgery | Current | Academic appointment |
Board Governance
- Board structure: EWTX separates Chair and CEO roles; Dr. Koch is CEO and Dr. Thompson is non‑officer Chair. The board intends to maintain separation for objective oversight.
- Committee assignments (2024): Dr. Thompson chairs the Nominating & Corporate Governance Committee; not listed as Audit or Compensation member.
- Nominating & Corporate Governance Committee responsibilities: director/committee composition, independence evaluations, conflicts oversight (non‑related party), succession planning, board performance evaluations; 1 meeting held in 2024.
- Independence status: Board determined Dr. Thompson is “independent” under Nasdaq rules, considering his OrbiMed role and ownership concentration.
- Attendance: Each director attended at least 75% of board/committee meetings in 2024; board met four times; all directors attended the 2024 annual meeting.
- Hedging/pledging: Company policy prohibits directors/officers/consultants from hedging or pledging EWTX securities; limited exceptions require approval.
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 | Increased from $38,000 effective March 2024 |
| Chairperson of the Board fee | $30,000 | Paid in addition to retainer |
| Nominating & Corporate Governance Chair fee | $10,000 | Increased from $8,000 effective Jan 1, 2025 |
| Committee member fees (reference) | Audit: $10,000; Compensation: $7,500; Nominating member: $5,000 | Increased effective Jan 1, 2025 |
| Director compensation annual cap | $750,000; $1,000,000 in join year | Policy developed with Aon; amended April 2025 |
| 2024 Director Cash Fees | Amount ($) |
|---|---|
| Peter Thompson (Fees Earned/Paid in Cash) | 79,150 |
- Retainer Awards (share in lieu of cash): Available by election; none elected for fiscal 2024.
Performance Compensation
| Equity Award Policy | Grant Date Fair Value | Max Shares | Vesting | Term/Strike | Change in Control |
|---|---|---|---|---|---|
| Initial Award (new non‑employee director) | $700,000 (raised from $500,000 eff. Jan 1, 2025; from $300,000 eff. Mar 2024) | 60,000 (raised from 50,000) | 1/36 monthly, time‑based | 10‑yr term; strike = FMV | Full acceleration for outstanding director awards |
| Annual Award (post AGM) | $350,000 (raised from $250,000 eff. Jan 1, 2025; from $150,000 eff. Mar 2024) | 30,000 (raised from 25,000) | Fully vests ~1 year or pre‑next AGM | 10‑yr term; strike = FMV | Full acceleration for outstanding director awards |
| 2024 Director Option Awards | Grant Date Fair Value ($) |
|---|---|
| Peter Thompson (Option Awards) | 247,738 |
- Outstanding director options (12/31/2024): Dr. Thompson 84,804 options outstanding. Of these, 64,210 options were exercisable within 60 days of March 31, 2025.
Other Directorships & Interlocks
| Entity | Relationship to EWTX | Detail |
|---|---|---|
| OrbiMed Advisors LLC | Significant shareholder; related party | OrbiMed and affiliates beneficially owned ~15.8% (15,021,721 shares) as of Mar 31, 2025; Dr. Thompson is an OrbiMed Partner. Board fees for Dr. Thompson were paid to OrbiMed. |
| Registered direct offerings | Related party participation | OrbiMed bought 454,545 shares ($5.0M) in Jan 23, 2024 offering; 496,771 shares ($10.0M) in Apr 3, 2025 offering. RA Capital, Perceptive, Janus Henderson, Paradigm also participated. |
Expertise & Qualifications
- Biopharma leadership: Executive roles at Trubion, Chiron, Becton Dickinson; founder of Silverback Therapeutics and Cleave Biosciences.
- Board experience: Current public boards include Sionna Therapeutics, Corvus Pharmaceuticals, ARS Pharmaceuticals; extensive prior public boards across biotech.
- Scientific/clinical: Board‑certified internist/oncologist; patents; academic post at University of Washington. Education: Sc.B and M.D. from Brown University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Peter Thompson, M.D. | 15,085,931 | 15.8% | Includes OrbiMed affiliates and 64,210 options exercisable within 60 days of Mar 31, 2025; shares outstanding used: 95,205,683. |
| Options detail (Thompson) | Outstanding options | — | 84,804 outstanding as of Dec 31, 2024; 64,210 exercisable within 60 days of Mar 31, 2025. |
- Hedging/pledging: Prohibited for directors under Insider Trading Policy (limited exceptions require approval). No pledges disclosed for Dr. Thompson.
Governance Assessment
- Board effectiveness and engagement: As Chair, Thompson supports structural independence by separating Chair/CEO, with all directors meeting minimum attendance thresholds and full AGM attendance in 2024, signaling baseline engagement.
- Independence vs. affiliation: The board determined Thompson “independent” despite his Partner role at OrbiMed and OrbiMed’s ~15.8% stake—acceptable under Nasdaq with board determination but a monitoring point given ownership concentration and fee routing to OrbiMed.
- Alignment: Director equity is option‑based and time‑vested; Thompson’s significant beneficial ownership via OrbiMed amplifies economic alignment with shareholders. Annual director option grant values rose in 2024–2025, increasing equity exposure for directors.
- Compensation structure: 2024 mix for Thompson skewed to equity (options $247,738) with cash fees $79,150; policy caps total annual director pay and prohibits hedging/pledging, which supports alignment.
- Conflicts/related party exposure — RED FLAGS:
- Fees for Thompson’s board service were paid to OrbiMed, his employer, representing a related‑party payment flow.
- OrbiMed’s repeated participation in registered direct offerings at material dollar amounts ($5.0M in 2024; $10.0M in 2025) creates potential perceptions of influence; however, transactions were disclosed and subject to audit committee oversight under the Related Party Transaction Policy.
- Change‑in‑control single‑trigger full acceleration for director equity awards can be viewed as shareholder‑unfriendly by some governance frameworks; consider as a caution flag.
- Controls: Nominating & Corporate Governance Committee (chaired by Thompson) explicitly oversees independence assessments and conflict reviews (excluding related‑party transactions handled by Audit Committee), mitigating some risk via structured processes.
Overall: Thompson brings deep biopharma, scientific, and venture experience with strong equity alignment. Governance risks stem from OrbiMed affiliation/ownership concentration, fee routing, and single‑trigger equity acceleration; these are disclosed and policy‑bounded but warrant continued investor monitoring of independence and related‑party approvals.