Edward Hurwitz

About Edward Hurwitz

Independent director, age 61; on MacroGenics’ board since October 2004. Former Managing Director at MPM Capital (2017–2023); previously founding Managing Director of Precision Bioventures; director of Alta BioPharma III, L.P. and Alta Partners VIII, L.P. (2002–2014). Holds JD/MBA from UC Berkeley (1990) and BA in molecular biology from Cornell (1985). The Board cites his financial and scientific expertise and deep biotechnology industry understanding as core credentials .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: David Stump, M.D.) ; Member, Science & Technology Committee (Chair: Jay Siegel, M.D.) .
• Not on Audit Committee (Chair: Federica O’Brien) or Human Capital Management Committee (Chair: William Heiden) .
• Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; committees comprised entirely of independent directors; independent directors meet in regular executive sessions .
• Attendance and engagement: Board met 13 times in 2024; Nominating & Corporate Governance met 4; Audit met 4; HCMC met 7; Science & Technology met 5; all then-current directors attended ≥75% of their meetings and all directors attended the 2024 Annual Meeting .

Committee Summary

Fixed Compensation

• Director compensation program (amended Feb 2025; effective May 2025): Annual board retainer $45,000; if a non-employee chair, additional $35,000. Committee retainers below; directors may elect to receive quarterly fees in cash or stock options valued via Black-Scholes; RSU and option grant sizes adjusted effective May 2025 .

• Edward Hurwitz – 2024 Director Compensation: | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | |---|---:|---:|---:|---:| | 2024 | 57,500 | 27,690 | 60,443 | 145,633 |

• 2024 RSU grant details: | RSU Grant Date | RSUs (#) | Grant-Date Fair Value per Share ($) | |---|---:|---:| | May 21, 2024 | 6,500 | 4.26 |

Performance Compensation

• Equity grant design (directors): Options granted at FMV; Initial Option vests monthly over 36 months; Annual Option vests monthly over 12 months; RSUs vest time-based (Initial RSUs: three equal annual tranches; Annual RSUs: one year or day prior to next annual meeting). No performance metric-based vesting disclosed for directors .

Signal: 2025 changes shift mix toward larger option grants and smaller RSU grants for directors, increasing market-levered exposure vs. fixed equity .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and scientific expertise; deep understanding of biotechnology industry per Board assessment .
• Education: JD/MBA (UC Berkeley, 1990); BA molecular biology (Cornell, 1985) .
• Venture capital leadership and fund governance experience (MPM Capital; Alta funds) .

Equity Ownership

• Beneficial ownership as of March 24, 2025: | Shares of Common Stock | Shares Issuable within 60 Days | Total Beneficially Owned | Beneficial Ownership % | |---:|---:|---:|---| | 37,574 | 137,000 | 174,574 | * (<1%) |

• Outstanding director equity awards (as of Dec 31, 2024): | Unvested Stock Awards (#) | Shares Subject to Outstanding Options (#) | |---:|---:| | 6,500 | 130,500 |

• Stock ownership guidelines: Directors must achieve ownership equal to 3x annual board retainer within five years; compliance status not disclosed .

Governance Assessment

• Strengths: Long-tenured independent director with cross-disciplinary financial/scientific background; active on governance and science committees; Board-wide independence affirmed; regular executive sessions of independent directors .
• Engagement: Board/committee cadence is robust; all directors met ≥75% attendance and attended the 2024 Annual Meeting, supporting board effectiveness .
• Alignment: Mix of cash retainers plus equity (RSUs/options); ownership of 174,574 shares/rights and ongoing equity grants support skin-in-the-game for directors .
• Compensation structure: Time-based vesting; 2025 adjustments increase option exposure vs. RSUs, signaling stronger market alignment; no director performance metrics disclosed (appropriate for non-executives) .
• Conflicts/related party exposure: Company reports no related-person transactions ≥$120,000 since Jan 1, 2023; Audit Committee reviews any such matters and oversees compliance, mitigating conflict risk .
• RED FLAGS: None disclosed regarding pledging/hedging, related party transactions, attendance shortfalls, or option repricing for directors .