Edward Mathers - Lead Director | RHYTHM PHARMACEUTICALS (RYTM) Executive Profile & Compensation

About Edward T. Mathers

Edward T. Mathers (age 65) is Lead Independent Director at Rhythm Pharmaceuticals, serving on the Board since 2013 and appointed Lead Director in December 2020. He is a Partner at New Enterprise Associates (NEA) focused on healthcare and technology, with prior senior corporate development leadership at MedImmune (including leading MedImmune Ventures), and earlier roles at Inhale Therapeutic Systems (now Nektar) and 15 years at Glaxo Wellcome. He holds a B.S. in chemistry from North Carolina State University .

Past Roles

Organization	Role	Tenure	Committees/Impact
MedImmune, Inc.	EVP, Corporate Development & Venture; led MedImmune Ventures	Pre-2007 (MedImmune acquired by AZ in 2007)	Corporate development; venture investing leadership
Inhale Therapeutic Systems (now Nektar Therapeutics)	VP, Marketing & Corporate Licensing & Acquisitions	Prior to MedImmune	Business development; licensing
Glaxo Wellcome, Inc.	Sales & marketing roles of increasing responsibility	15 years	Commercial leadership

External Roles

Organization	Role	Tenure	Notes
Inozyme Pharma, Inc.	Director	Current	Public company
Trevi Therapeutics, Inc.	Director	Current	Interlock: Jennifer Good (Rhythm Director) is Trevi CEO/Director
Reneo Pharmaceuticals, Inc.	Director	Current	Public company
Senti Biosciences, Inc.	Director	Current	Public company
Synlogic, Inc.	Director	Current	Public company
ObsEva SA	Former Director	Until June 2023	Prior public board
Akouos, Inc.	Former Director	Oct 2017 – Dec 2022	Prior public board
Mirum Pharmaceuticals	Former Director	Nov 2019 – Sep 2022	Prior public board
New Enterprise Associates (NEA)	Partner	2008 – Present	Venture capital (healthcare/tech)

Board Governance

Independence: The Board determined Mathers is independent under Nasdaq and SEC standards; all Audit and Compensation committee members meet heightened independence standards .
Lead Independent Director: As Lead Director, Mathers presides over meetings when the Chair is absent (including executive sessions) and acts as liaison between independent directors and the CEO/Chair .
Board structure and meetings: Classified board; Board held four meetings in 2024; all directors attended ≥75% of Board and applicable committee meetings; executive sessions without management are held regularly; all eight directors attended the 2024 Annual Meeting .
Committee assignments:
- Governance & Nominating Committee: Chair (Mathers), members Bedrosian, McGirr; met once in 2024; oversees governance guidelines, director nominations, related-party transactions, ESG oversight, and Board self-evaluation .
- Audit Committee: Members Good, Jean; Chair McGirr (risk oversight) .
- Compensation & Management Development Committee: Members Arbuckle, Bedrosian; Chair Tetrault .

Fixed Compensation

Year	Cash Retainer ($)	Equity – RSU Grant-Date Fair Value ($)	Equity – Option Grant-Date Fair Value ($)	Total ($)
2024	95,000	165,560	398,782	659,342

Stock Ownership Policy: Directors must hold at least 3x annual cash retainer (excluding committee/lead/non-exec chair retainers); five-year compliance window; at adoption (Dec 2024) all participants were already in compliance .

Performance Compensation

Component	2024 Grant Detail	Vesting/Performance Metrics	Observations
RSUs	Grant-date fair value $165,560	Proxy does not disclose director performance metrics; RSU counts outstanding at FY-end were 4,000	No PSUs disclosed for directors
Options	Grant-date fair value $398,782; options outstanding 106,500 at FY-end	Proxy does not disclose director option performance conditions; option counts presented in aggregate	Standard director equity mix (options + RSUs)

Note: Rhythm adopted an executive officer clawback policy per Nasdaq Rule 10D‑1; this policy applies to current/former executive officers, not directors .

Other Directorships & Interlocks

Relationship	Detail
Interlock with Trevi Therapeutics	Mathers serves on Trevi’s board; Rhythm Director Jennifer Good is Trevi’s CEO/director
Multi-board commitments	Current public boards include Inozyme, Trevi, Reneo, Senti Biosciences, Synlogic

Expertise & Qualifications

Venture capital and board governance experience via NEA (Partner since 2008) .
Corporate development leadership at MedImmune and venture leadership at MedImmune Ventures .
Commercial and licensing experience at Inhale/Nektar and Glaxo Wellcome (15 years) .
Scientific grounding (B.S. chemistry) and broad biotech network .

Equity Ownership

As of	Beneficial Ownership (shares)	Ownership % of Common	Composition	Pledged
April 28, 2025	119,271	~0.19% (119,271 ÷ 63,597,942)	3,000 direct; 5,771 in trust; 106,500 options exercisable within 60 days; 4,000 RSUs vesting within 60 days	None pledged

Shares outstanding: 63,597,942 Common; 150,000 Convertible Preferred outstanding (for denominator context) .

Governance Assessment

Positives:
- Independent Lead Director with clearly defined responsibilities; executive sessions held regularly, supporting oversight quality .
- Strong governance infrastructure: active Governance & Nominating oversight of nominations, ESG, related-party reviews; committee charters available .
- Director stock ownership policy (3x cash retainer) with confirmed compliance at adoption enhances alignment .
- No pledging of shares and beneficial ownership disclosed transparently .
Watch items:
- Multi-board service across several biopharma companies may increase time-commitment risk; monitor attendance (proxy provides only “≥75%”) and engagement signals going forward .
- Interlock with Trevi via Mathers and Good warrants vigilance for information flow and potential conflicts, though no related-party transactions involving Mathers are disclosed; Governance & Nominating (chaired by Mathers) oversees RPT approvals .
- Board is classified; while the Board cites long-term stability benefits, some investors view staggered boards as entrenchment risk; removal only for cause with 75% vote threshold .
Attendance/engagement signals:
- Board met four times in 2024; all directors attended ≥75% of Board/committee meetings; all attended the 2024 Annual Meeting .
Compensation mix:
- 2024 director pay for Mathers skewed heavily to equity (RSUs + options totaling $564,342 vs. $95,000 cash), indicating alignment with shareholders; no performance-vesting metrics disclosed for director equity .
Related-party exposure:
- No transactions involving Mathers disclosed; company RPT policy requires Governance & Nominating review for any >$120,000 transactions with insiders; 2024 issuance of convertible preferred involved >5% holders Perceptive and Baker Bros, not Mathers/NEA .

Overall, Mathers’ independence, lead director role, equity-heavy compensation, and compliance with ownership guidelines support investor confidence. Interlocks and multiple public boards are manageable with continued monitoring of attendance, committee workload, and any future related-party matters .