Richard Friesner
About Richard A. Friesner
Richard A. Friesner, Ph.D., age 72, is a co‑founder of Schrödinger (director since 1990) and William P. Schweitzer Professor of Chemistry at Columbia University, where he leads the Friesner Research Group focused on theoretical chemistry and molecular modeling . He holds a B.S. in Chemistry from the University of Chicago and a Ph.D. in Chemistry from UC Berkeley; he is a Fellow of the American Academy of Sciences and a member of the National Academy of Sciences . He is a Class III director with a current term ending at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schrödinger, Inc. | Co‑founder; Director (Class III) | Director since Aug 1990; term expires at 2026 AGM | Not listed on Audit, Compensation, Nominating & Governance, or Drug Discovery committees |
| Columbia University | William P. Schweitzer Professor of Chemistry; PI, Friesner Research Group | Professor since Sep 1990 | Distinguished scientific record in theoretical chemistry; Fellow of American Academy of Sciences; NAS member |
External Roles
| Organization | Role | Public/Private/Academic | Notes |
|---|---|---|---|
| Columbia University | Professor; PI, Friesner Research Group | Academic | Academic leadership in theoretical chemistry |
| Other public company boards | — | — | No other public company directorships disclosed |
Board Governance
- Director class/tenure: Class III; term ends at 2026 AGM .
- Independence: Not independent under Nasdaq rules due to receiving >$120,000 in consulting fees within a 12‑month period in the last three years .
- Committees: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Drug Discovery committees .
- Attendance: Each then‑serving director attended at least 75% of Board and applicable committee meetings in 2024; Board met five times .
- Board leadership and executive sessions: Independent Chair (Michael Lynton) and independent directors meet in executive session at least twice per year per governance guidelines .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $45,000 | Base non‑employee director cash fee; no committee chair/member fees reflected for Dr. Friesner in 2024 |
| 2025 retainer change (policy) | $50,000 | Board increased member annual fee effective Jan 1, 2025 |
| Consulting fees (related-party) | $428,400 | Paid under consulting agreement to enhance/improve modeling software |
| 2025 consulting terms | $36,400/month Jan–Jun 2025; $145,600 paid as of proxy date | Amended term through June 30, 2025 |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| Annual option award | 2024 AGM | 8,550 options; grant date fair value $98,825 | Vests on 12‑month anniversary or next AGM, time‑based (no performance metrics) |
| Annual RSU award | 2024 AGM | 5,000 RSUs; grant date fair value $96,600 | Vests on 12‑month anniversary or next AGM, time‑based (no performance metrics) |
Performance metrics table (directors): Not applicable — director equity vests time‑based; no performance metrics disclosed for director equity awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- Core expertise: Theoretical chemistry; computational molecular modeling; co‑founded Schrödinger .
- Education: B.S. Chemistry (University of Chicago); Ph.D. Chemistry (UC Berkeley) .
- Recognitions: Fellow of American Academy of Sciences; Member, National Academy of Sciences .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership (common) | 1,978,624 shares (3.1% of common) |
| Breakdown | 510,700 shares direct; 694,925 shares in RF 2018 GRAT (trustee); 744,671 options exercisable within 60 days; 28,328 shares held by spouse |
| Shares pledged (RED FLAG) | 331,778 shares pledged as collateral for a loan ; pledge approved with oversight per insider trading policy |
| Options outstanding (all, as of 12/31/24) | 753,221 options outstanding (aggregate for non‑employee director) |
| Unvested RSUs (as of 12/31/24) | 5,000 RSUs outstanding |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer; as of Apr 21, 2025 all directors except Porges, Dugan, and van Kralingen met requirements (implies Friesner is in compliance) |
Related‑Party Transactions and Conflicts
| Item | Amount/Terms | Notes |
|---|---|---|
| Consulting agreement with Schrödinger | $428,400 paid in 2024 ; $36,400/month Jan–Jun 2025; $145,600 paid as of proxy date | Services to enhance/improve molecular modeling software |
| Columbia University royalty distributions to Friesner | $91,067 in 2024 (to Friesner personally); $164,891 to his Columbia lab | Arises from Schrödinger license agreements with Columbia (Friesner inventor) |
| Share pledge exception | 331,778 pledged; $2.0M loan considered; audit committee reviewed liquidity/volume and capacity to repay without resort to pledged shares | Policy generally prohibits pledging but allows approved exceptions |
RED FLAGS
- Not independent due to sizable consulting fees exceeding $120,000, creating an ongoing financial relationship with the company .
- Related‑party exposure via Columbia University royalties to Friesner and his lab tied to Schrödinger license agreements .
- Pledging of 331,778 Schrödinger shares as loan collateral (exception under policy; reviewed but remains a governance risk indicator) .
Board Governance Context and Shareholder Signals
- Say‑on‑pay: 98% support at 2024 AGM, indicating strong approval of executive pay program (context on broader governance climate) .
- Director elections (2024): Vote support for Class I directors ranged ~76–81%; company feedback indicated investor concerns focused on classified board and multiple board commitments (not specific to Friesner) .
Governance Assessment
- Strengths:
- Deep, directly relevant scientific expertise; foundational knowledge of Schrödinger’s platform and industry .
- Significant equity ownership and compliance with director ownership guidelines, aligning economic interests with shareholders .
- Board maintains independent Chair and executive sessions; attendance threshold met .
- Concerns impacting investor confidence:
- Non‑independent status due to ongoing consulting relationship and compensation magnitude .
- Related‑party royalty flows tied to Columbia IP (benefiting director and lab) .
- Pledged shares exception, though overseen by Audit Committee, may introduce forced‑sale risk in volatility .
- Net view: Friesner’s domain expertise and long firm history are material positives for board technical depth; however, independence, related‑party economics, and share pledging represent governance risk factors that warrant continued oversight and transparent mitigation (e.g., periodic review of consulting scope/fees, pledge monitoring, recusal on related items) .