Edward Mathers
About Edward T. Mathers
Edward T. Mathers (age 65) is an independent Class II director of MBX, serving since July 2020; he is a Partner at New Enterprise Associates (NEA) with prior senior corporate development leadership at MedImmune, roles at Inhale Therapeutic Systems (now Nektar Therapeutics), and 15 years in sales/marketing at Glaxo Wellcome; he holds a B.S. in chemistry from North Carolina State University . The board has determined he is independent under Nasdaq and SEC rules, and he attended at least 75% of combined board and committee meetings in 2024; MBX’s board meets regularly with independent director executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedImmune, Inc. | Executive Vice President, Corporate Development and Venture; led MedImmune Ventures | Through acquisition by AstraZeneca in 2007 | Led venture subsidiary; corporate development leadership |
| Inhale Therapeutic Systems, Inc. (now Nektar Therapeutics) | Vice President, Marketing and Corporate Licensing & Acquisitions | Not disclosed | Commercial and BD leadership |
| Glaxo Wellcome, Inc. | Sales and marketing roles of increasing responsibility | 15 years | Commercial leadership experience |
External Roles
| Company | Ticker | Role | Tenure / Dates | Committee Roles (if disclosed) |
|---|---|---|---|---|
| Rhythm Pharmaceuticals, Inc. | RYTM | Director | Current | Not disclosed |
| Inozyme Pharma, Inc. | INZY | Director | Current | Not disclosed |
| Synlogic, Inc. | SYBX | Director | Current | Not disclosed |
| Trevi Therapeutics, Inc. | TRVI | Director | Current | Not disclosed |
| OnKure Therapeutics, Inc. (formerly Reneo) | OKUR | Director | Current | Not disclosed |
| Senti Biosciences, Inc. | SNTI | Director | Current | Not disclosed |
| Mirum Pharmaceuticals, Inc. | MIRM | Director | Nov 2018 – Sep 2022 | Not disclosed |
| Akouos, Inc. | Formerly AKUS | Director | Oct 2017 – Dec 2022 | Not disclosed |
| Ra Pharmaceuticals, Inc. | RARX | Director | Feb 2010 – Apr 2020 (acq. by UCB) | Not disclosed |
| ObsEva SA | OBSV | Director | Nov 2015 – Jun 2023 | Not disclosed |
| Lumos Pharma, Inc. | LUMO | Director | Until Mar 2020 | Not disclosed |
Board Governance
- Committee memberships: Nominating & Corporate Governance (member) and Science & Medicine (member); the former is chaired by Ora Pescovitz and the latter by Steven Ryder .
- Independence: MBX determined all directors other than the CEO are independent; Mathers is independent .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of aggregate board and committee meetings .
- Board leadership: CEO serves as Chair; Lead Independent Director is Patrick J. Heron; independent directors meet in executive session at virtually every meeting .
- Clawback policy: Compensation recovery policy adopted consistent with SEC/Nasdaq (focused on executive incentive-based pay) .
- Insider trading/pledging: Hedging/derivative trading prohibited; pledging requires Audit Committee approval .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $13,957 | Pro-rated under policy adopted Sept 2024 |
| Annual board retainer | $40,000 | Payable quarterly, prorated for partial year |
| Committee retainers | Audit: Chair $15,000; Member $7,500. Compensation: Chair $10,000; Member $5,000. Nominating & Governance: Chair $8,000; Member $4,000. Science & Medicine: Chair $8,000; Member $4,000 | Per policy |
| Lead Director additional retainer | $20,000 | Not applicable to Mathers (Heron is Lead Director) |
Performance Compensation
| Grant Type | Shares | Vesting Schedule | Fair Value | Performance Metrics |
|---|---|---|---|---|
| Annual Director Option Grant (policy) | 16,000 | Vests in full by next annual meeting or 1-year anniversary | Not disclosed | None disclosed (time-based vesting) |
| Initial Director Option Grant (policy) | 32,000 | 1/3 at 1-year; remainder monthly over 24 months | Not disclosed | None disclosed (time-based vesting) |
| 2024 Option Award (Mathers) | 15,963 (aggregate options held as of 12/31/24) | Per policy terms; specific grant dates not itemized | $191,793 (grant-date fair value for 2024 awards) | None disclosed (time-based vesting) |
MBX’s director equity is time-based; no TSR/EBITDA/ESG performance metrics are disclosed for director awards, which reduces “pay-for-performance” linkage but aligns via ownership exposure .
Other Directorships & Interlocks
| Affiliation | Nature | Potential Interlock/Influence |
|---|---|---|
| NEA (New Enterprise Associates) | Partner; NEA-related entities own ~10.83% of MBX | Mathers is a manager for NEA 17 GP entities; NEA invested in MBX preferred rounds; he disclaims beneficial ownership except for pecuniary interest . |
Expertise & Qualifications
- Venture investing and corporate development expertise (NEA partner; MedImmune EVP Corporate Development/Ventures) .
- Commercial leadership in biopharma (Inhale/Nektar VP; 15 years at Glaxo Wellcome) .
- Education: B.S. in chemistry, North Carolina State University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 3,614,486 | 10.81% of outstanding; held via NEA 17 and NEA Ventures; Mathers shares voting/dispositive power and disclaims beneficial ownership except to extent of pecuniary interest . |
| Director option holdings (as of 12/31/24) | 15,963 | Aggregate shares subject to options held by Mathers . |
| Pledging/Hedging | None disclosed; hedging prohibited; pledging requires Audit Committee approval | Per policy . |
Governance Assessment
- Strengths: Independent director with deep venture and corporate development background; engaged (≥75% attendance); serves on governance and scientific committees; independent compensation consultant (Pearl Meyer) supports director/executive pay structures .
- Alignment: Significant ownership exposure via NEA’s stake (~10.81%), plus time-based equity awards; insider trading policy restricts hedging/pledging; clawback policy in place (executive-focused) .
- Potential conflicts (monitoring item): As NEA partner, Mathers is affiliated with a major shareholder and sits on multiple life sciences boards; related party transaction oversight resides with the Audit Committee and MBX reports no related party transactions ≥$120k since 1/1/2023 beyond disclosed financings pre-IPO .
- Board structure consideration: CEO/Chair combined with Lead Independent Director and frequent executive sessions mitigates concentration risk; continued evaluation advisable as company scales .
RED FLAGS
- Large shareholder affiliation: NEA’s 10.83% stake and Mathers’ governance role requires ongoing conflict oversight, though MBX has formal related party policies and reports no qualifying transactions since 2023 .
- Pay-for-performance: Director equity vests time-based without disclosed performance hurdles; while common for directors, it provides limited performance linkage versus PSU structures .