Edward Mathers
About Edward Mathers
Edward T. Mathers, age 65, is an independent Class II director of Trevi Therapeutics, Inc. (TRVI) and has served on the board since July 2017. He is a partner at New Enterprise Associates, Inc. (NEA), a private venture capital firm, since August 2008, and holds a B.S. in chemistry from North Carolina State University . His current TRVI board term expires at the Annual Meeting to be held in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates, Inc. (NEA) | Partner | Aug 2008 – Present | Life sciences investing, multiple public/private board roles |
| Ra Pharmaceuticals, Inc. | Director | Feb 2010 – Apr 2020 | Public company director |
| Akouos, Inc. | Director | Oct 2017 – Dec 2022 | Public company director |
| Mirum Pharmaceuticals, Inc. | Director | Nov 2018 – Sep 2022 | Public company director |
| ObsEva SA | Director | Nov 2015 – Jun 2023 | Public company director |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rhythm Pharmaceuticals, Inc. | Director | Mar 2013 – Present | Public company director |
| Synlogic, Inc. | Director | Oct 2012 – Present | Public company director |
| Inozyme Pharma, Inc. | Director | Jan 2017 – Present | Public company director |
| Senti Biosciences, Inc. | Director | Jul 2016 – Present | Public company director |
| Onkure Therapeutics (formerly Reneo Pharmaceuticals, Inc.) | Director | Dec 2017 – Present | Public company director |
| MBX Biosciences | Director | Jul 2020 – Present | Public company director |
Board Governance
- Committee assignments: Compensation Committee member; the committee’s chair is Michael Heffernan .
- Independence: The board determined in April 2025 that all directors except CEO Jennifer Good are independent; Mathers is independent under Nasdaq rules .
- Attendance: The full board met 6 times in 2024, and each director attended in person or participated in ≥75% of board and applicable committee meetings; the compensation committee met 3 times in 2024 .
- Board structure: Chairman is David Meeker, M.D.; independent directors meet in executive session at least twice per year per Corporate Governance Guidelines .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board retainer (Member) | 40,000 | Standard annual cash retainer |
| Compensation Committee (Member) | 7,500 | Annual committee member fee |
| Total Cash Fees (2024) | 47,500 | Summation of board + committee |
| Option Awards (Grant-date fair value) | 68,246 | 2024 annual grant under 2019 Plan |
| Total (Cash + Equity) | 115,746 | 2024 director compensation total |
Additional program terms:
- 2024 annual director option grant size: 30,000 shares (for directors with ≥6 months service); initial appointment grant: 60,000 shares; options priced at FMV on grant date; vest fully at the earlier of one year or next annual meeting; accelerate in full upon change in control .
- Effective Feb 18, 2025: initial grant increased to 90,000 shares; annual grant increased to 45,000 shares; vesting terms unchanged .
Performance Compensation
Directors are not subject to performance-based pay metrics; equity is time-based stock options with change-in-control acceleration.
| Feature | Terms |
|---|---|
| Equity type | Stock options under 2019 Plan; exercise price = FMV on grant date |
| Vesting | Time-based; annual grant vests by the earlier of 1 year or next annual meeting |
| Change-in-control | Director options become exercisable in full upon change in control |
| Performance metrics | Not applicable to non-employee directors (no disclosed PSU/RSU metrics for directors) |
Other Directorships & Interlocks
| Relationship | Description | Implication |
|---|---|---|
| Rhythm Pharmaceuticals interlocks | Mathers is a director at Rhythm (since 2013); TRVI’s CEO Jennifer Good is also on Rhythm’s board (since 2019); TRVI’s Chair David Meeker is Rhythm’s President & CEO and director | Potential information flow and governance interlock between TRVI and Rhythm |
Expertise & Qualifications
- Venture capital and life sciences company-building; extensive public/private board experience .
- Education: B.S., chemistry, North Carolina State University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Edward Mathers (including NEA-affiliated positions per footnote) | 15,211,974 | 14.66% | Includes (a) 137,894 shares underlying options exercisable or becoming exercisable within 60 days, and (b) NEA entities’ holdings; Mathers disclaims beneficial ownership of NEA shares except to the extent of pecuniary interest |
| Shares outstanding (reference date) | 101,744,767 | — | As of April 23, 2025 |
Ownership/option details:
- Options: 137,894 shares subject to outstanding option awards held by Mathers were exercisable or would become exercisable within 60 days as of April 23, 2025 .
- NEA holdings: NEA 16 and NEA 18 collectively hold significant TRVI shares/warrants; Mathers is an NEA general partner/manager with no voting or investment control over NEA-held shares and disclaims beneficial ownership except for pecuniary interest .
Related-Party and Potential Conflicts
- Investors’ Rights Agreement: TRVI is party to registration rights with certain 5% stockholders and affiliates, including entities affiliated with some directors; this can create alignment or liquidity considerations for large holders (e.g., NEA) .
- Related-party transaction policy: Audit committee pre-approval and annual review for transactions >$120,000 involving related persons; includes detailed factors and chairman authority for interim approvals .
- 2024 offering participation: December 2024 registered offering investors included Frazier Life Sciences entities and Rubric Capital Management LP, not NEA; gross proceeds $50.0M .
- Insider Trading Policy: Prohibits short sales, derivatives (puts/calls), and hedging transactions by directors and covered persons .
Compensation Committee Analysis
- Membership: Colangelo, Heffernan (Chair), Mathers; all independent under Rule 10C-1 .
- Consultant: Alpine Rewards, LLC engaged mid-2023; compensation committee determined no conflicts of interest .
- Responsibilities: Oversight of executive and director compensation, incentive plans, and compensation recovery policy implementation .
Governance Assessment
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Strengths:
- Independent director with deep biotech/VC experience; active on compensation committee; board independence affirmed (all but CEO) .
- Transparent director pay structure with modest cash retainers and equity aligned via time-based options; change-in-control treatment disclosed; insider hedging and derivatives prohibited .
- Formal related-party transaction review under audit committee; use of independent compensation consultant without conflicts .
-
Red flags / watch items:
- Significant beneficial ownership via NEA-affiliated entities alongside Mathers’ board role (even with disclaimed control), combined with registration rights; monitor for potential conflicts in strategic/financing decisions .
- Multiple interlocks with Rhythm Pharmaceuticals (Mathers, Good, Meeker); assess information flow and potential influence across boards during major decisions .
- Director equity accelerates on change in control; while common, it may modestly increase incentives tied to transactional outcomes .
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Engagement/attendance signals:
- Board met 6 times; each director ≥75% attendance; compensation committee met 3 times—indicates baseline engagement .
- Independent director executive sessions at least twice a year per guidelines .