Form 4: Schrodinger Director Gary Ginsberg Receives Significant Equity Grants

Schrodinger, Inc. Director Gary L. Ginsberg was granted 5,997 Restricted Stock Units (RSUs) and options to purchase 9,341 shares of common stock, aligning his interests with shareholders.

Summary

• Gary L. Ginsberg, a Director of Schrodinger, Inc. (SDGR), received new equity awards on June 18, 2025.
• The awards include a grant of 5,997 Restricted Stock Units (RSUs) under the Issuer's 2022 Equity Incentive Plan, as amended.
• Each RSU represents a contingent right to receive one share of common stock of Schrodinger, Inc.
• The RSUs were granted at a price of $0 and will vest on the twelve-month anniversary of the grant date (June 18, 2026), or earlier if the next annual meeting of stockholders occurs before then, subject to continued service.
• Settlement of the RSUs will be deferred until the earlier of 30 days following Mr. Ginsberg's separation from service or certain change in control events.
• Mr. Ginsberg also received a stock option grant for 9,341 shares of common stock, also under the 2022 Equity Incentive Plan, as amended.
• The stock options have an exercise price of $21.05 per share and were granted at a price of $0.
• These options will vest on the twelve-month anniversary of the grant date (June 18, 2026), or earlier if the next annual meeting of stockholders occurs before then, subject to continued service.
• The stock options have an expiration date of June 18, 2035.
• Following these transactions, Mr. Ginsberg beneficially owns 17,247 shares of common stock (including the 5,997 unvested RSUs) and 9,341 stock options.

Sentiment

Score: 6

Explanation: The document reports a routine equity grant to a director, which is a positive for aligning interests but does not contain information that would significantly alter the company's financial outlook or operations. It's a standard compensation disclosure.

Positives

• The grant of equity awards to Director Gary L. Ginsberg aligns his financial interests directly with those of the company's shareholders, incentivizing long-term performance.
• The awards are part of the Issuer's 2022 Equity Incentive Plan, indicating a structured approach to executive and director compensation.

Future Outlook

The RSUs and stock options granted are subject to a twelve-month vesting period from the grant date (June 18, 2025), or earlier upon the next annual meeting of stockholders, contingent on continued service. RSU settlement is deferred until separation from service or a change in control event, indicating a long-term retention strategy.

Industry Context

The grant of equity awards, such as RSUs and stock options, to directors is a common and standard practice across various industries, particularly in technology and biotechnology sectors like Schrodinger's. This compensation structure is designed to align the interests of directors with those of shareholders by tying a portion of their compensation to the company's stock performance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and stock options as a form of director compensation is a widely adopted practice across publicly traded companies, including those in the pharmaceutical and technology sectors where Schrodinger operates.
• The vesting schedule of approximately one year is typical for annual equity grants to non-employee directors, aiming to incentivize continued service and long-term value creation.
• The deferral of RSU settlement until separation from service or a change in control is also a common corporate governance practice, particularly for directors, to promote long-term commitment and tax efficiency.

Corporate Governance

Related Party Transactions

• The grant of 5,997 Restricted Stock Units and options for 9,341 shares to Gary L. Ginsberg, a Director of Schrodinger, Inc., constitutes a related party transaction as it involves compensation to a member of the company's board of directors.

Stakeholder Impact

• Shareholders: The equity grants align the director's interests with shareholders, potentially leading to more focused efforts on long-term company performance and stock appreciation.
• Employees: While not directly impacting employees, the use of equity incentive plans can set a precedent for compensation structures within the company.

Next Steps

• The granted RSUs and stock options will vest on the twelve-month anniversary of the grant date (June 18, 2026), or earlier upon the next annual meeting of stockholders, subject to continued service.
• The settlement of RSUs will occur upon the earlier of 30 days following Mr. Ginsberg's separation from service or certain change in control events.

Key Dates

Keywords

Schrodinger, SDGR, SEC Form 4, Equity Grant, Restricted Stock Units, RSU, Stock Option, Director Compensation, Insider Transaction, Beneficial Ownership