Jeffrey Chodakewitz
About Jeffrey Chodakewitz
Jeffrey Chodakewitz, M.D. (age 69) has served on Schrödinger’s board since April 2020. He is a physician-executive with deep clinical development expertise from Vertex Pharmaceuticals and more than 20 years at Merck & Co. He holds a B.S. in Biochemistry from Yale University and an M.D. from Yale School of Medicine. As of 2025, he is classified as an independent director under Nasdaq rules and serves on key governance and R&D-focused committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Pharmaceuticals | EVP, Clinical Medicine & External Innovation; previously EVP Global Medicines Dev & CMO; SVP & CMO | 2014–2019 | Led global medicines development and medical affairs; senior oversight of clinical strategy |
| Merck & Co., Inc. | VP Clinical Research – Infectious Diseases & Vaccines; VP Clinical Pharmacology/Early Development; SVP Late Stage Dev; SVP Global Scientific Strategy | >20 years | Broad therapeutic leadership across ID, respiratory/immunology; late-stage development leadership |
| Blackstone Life Sciences | Executive/Senior Advisor | 2019–2022 | Strategic advisory to life sciences investing platform |
| Ascenta Capital | Advisory Partner | Since Dec 2022 | PE/VC advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adicet Bio, Inc. | Director | Current | Public biopharma board |
| Praxis Precision Medicines, Inc. | Director | Current | Public biotech board |
| Tetraphase Pharmaceuticals, Inc. | Director | 2014–2020 | Former public biopharma board |
| Freeline Therapeutics Holdings plc | Director | 2019–2024 | Former public biopharma board |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Chair, Drug Discovery Committee .
- Independence: The board determined he is independent; only the CEO (Ramy Farid) and Richard A. Friesner are non-independent .
- Attendance: The full board met five times in 2024; every director met or exceeded the ≥75% attendance threshold across board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Independent chairman (Michael Lynton); independent directors meet in executive session at least twice yearly .
- Class and term: Class II director; nominated for a new three-year term at the June 18, 2025 meeting .
Fixed Compensation
- Policy framework (2024): Annual cash retainer $45,000; committee member fees—Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000, Drug Discovery $7,500; chair supplemental fees equal to the member fee for each committee; board chair supplement $40,000 .
- Policy update (effective Jan 1, 2025): Annual cash retainer increased to $50,000; committee and chair fees unchanged; initial and annual equity grant values increased (see Performance Compensation) .
| Item (2024) | Amount ($) |
|---|---|
| Cash fees actually paid (FY2024) | 65,000 |
| Option awards (grant-date fair value) | 98,825 |
| RSU awards (grant-date fair value) | 96,600 |
| Total (cash + equity) | 260,425 |
Performance Compensation
- Equity grant design (directors): Initial and annual director equity awards are time-based (options and RSUs); no director performance metrics apply to vesting .
- 2024 Annual Meeting grants (to each non-employee director): Options to purchase 8,550 shares; RSUs for 5,000 shares; both vest over 12 months (or until next annual meeting) .
- 2025 Initial/Annual grant values (policy): Initial grants—options and RSUs each with $252,500 grant-date value (caps on share counts); annual grants—options and RSUs each with $126,250 grant-date value; options/RSUs vest over three years (initial) or 12 months (annual) .
| Metric | Design | Vesting | Notes |
|---|---|---|---|
| Director options | Time-based | Initial: 1/3 per year over 3 years; Annual: 12 months | Annual grant share count 8,550 in 2024; initial and annual share caps raised in 2025 policy |
| Director RSUs | Time-based | Initial: 1/3 per year over 3 years; Annual: 12 months | Annual RSU 5,000 shares in 2024; 2025 policy increases value caps and share caps |
| Performance metrics | None | N/A | Director equity has no performance conditions |
Other Directorships & Interlocks
| Entity | Interlock/Overlap | Potential Conflict Note |
|---|---|---|
| Vertex Pharmaceuticals | Fellow SDGR director Nancy Thornberry serves on Vertex board | Network overlap; no related-party transaction disclosed with SDGR |
| Adicet Bio; Praxis Precision Medicines | Current boards | No SDGR related-party transactions disclosed involving these entities |
Expertise & Qualifications
- Clinical development leadership (Vertex CMO/EVP) and broad Merck experience across infectious diseases, vaccines, respiratory/immunology, and late-stage development .
- Medical and scientific credentials (Yale MD; Yale B.S. in Biochemistry) aligned with chairing Drug Discovery Committee oversight of R&D programs .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares owned directly | 6,250 | As of April 1, 2025 |
| Options exercisable ≤60 days | 61,359 | As of April 1, 2025 |
| Total beneficial ownership (common) | 67,609 | <1% of common shares outstanding |
| Pledged shares | None | Company policy generally prohibits pledging; only Friesner disclosed a pledge |
| Ownership guidelines | Met | Non-employee directors must hold ≥3x annual cash retainer; status met as of April 21, 2025 |
Governance Assessment
- Strengths:
- Independent status, robust R&D oversight as Drug Discovery Committee chair, and participation on Nominating & Corporate Governance support board effectiveness .
- Attendance met board standard; engagement at annual meeting; governance framework includes executive sessions and independent chair .
- Director stock ownership guidelines in place and compliance achieved, reinforcing alignment .
- No related-party transactions disclosed for Chodakewitz; hedging prohibited and pledging restricted (none for him) .
- Watch items:
- Investor concerns around over-boarding contributed to lower director election support in 2024; while he holds two other public boards, SDGR reviews commitments periodically and concluded time commitments are sufficient .
- Classified board structure remains despite shareholder preference; SDGR continues to evaluate timing for potential change .
- Compensation signals:
- 2025 increase in cash retainer to $50,000 modestly shifts cash mix; equity awards remain time-based, with annual option/RSU grants maintaining at-risk alignment through equity exposure .
RED FLAGS: None disclosed for Chodakewitz on related-party transactions, pledging/hedging, attendance, or director pay anomalies .
Fixed Compensation (Detail)
| Component | 2024 Policy | 2025 Policy |
|---|---|---|
| Board annual cash retainer | $45,000 | $50,000 |
| Audit Committee (member/chair) | $10,000 / $10,000 | $10,000 / $10,000 |
| Compensation Committee (member/chair) | $7,500 / $7,500 | $7,500 / $7,500 |
| Nominating & Corporate Governance (member/chair) | $5,000 / $5,000 | $5,000 / $5,000 |
| Drug Discovery Committee (member/chair) | $7,500 / $7,500 | $7,500 / $7,500 |
| Board Chair supplemental | $40,000 | $40,000 |
Performance Compensation (Detail)
| Grant Type | Typical Share Count (2024 Annual) | Vesting | Grant Value Caps (2025 Policy) |
|---|---|---|---|
| Options | 8,550 shares per director | Annual: 12 months; Initial: 1/3 per year over 3 years | Initial: up to 25,480 shares equivalent to $252,500; Annual: up to 12,740 shares equivalent to $126,250 (Black-Scholes) |
| RSUs | 5,000 shares per director | Annual: 12 months; Initial: 1/3 per year over 3 years | Initial: up to 15,190 shares equivalent to $252,500; Annual: up to 7,595 shares equivalent to $126,250 (closing price basis) |
Insider Holdings & Trading Framework
| Item | Status |
|---|---|
| Hedging policy | Prohibited for directors and executives |
| Pledging policy | Generally prohibited; exceptions require approval; no pledges by Chodakewitz (only Friesner disclosed) |
| Rule 10b5-1 plans | Permitted under policy; trades executed by brokers under pre-set parameters |
Related Party Transactions
- Policy requires audit committee review/approval for transactions ≥$120,000 involving related persons; none disclosed for Chodakewitz. Consulting fees and share pledge disclosures relate to Friesner; no Chodakewitz-specific related transactions reported .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support was ~98% of votes cast, indicating strong investor alignment on executive pay design (context for overall governance posture) .
- 2024 director election support was lower due to concerns about classified board and multiple external boards; SDGR reviewed commitments and continues evaluating board structure changes .
Summary View for Investors
- Chodakewitz brings substantial clinical and development expertise, chairs the Drug Discovery Committee, and is independent with solid attendance and ownership alignment—positive for board oversight of SDGR’s therapeutics pipeline .
- No conflicts or related-party exposures disclosed; compensation mix is standard for non-employee directors with modest 2025 retainer increase; equity grants are time-based without performance conditions (typical for directors) .
- Monitor potential over-boarding perceptions amid ongoing shareholder engagement; SDGR's governance processes actively assess director commitments and board structure .