sdgr-20240424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


Filed by the Registrant			x			Filed by a Party other than the Registrant			o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to §240.14a-12

SCHRÖDINGER, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required
o			Fee paid previously with preliminary materials
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Schrodinger Logo_Horizontal_Color_RGB-3599x705-a1ae66a.jpg

1540 Broadway, 24th Floor

New York, New York 10036

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Tuesday, June 18, 2024

Dear Stockholders:

You are cordially invited to virtually attend the 2024 annual meeting of stockholders, or the Annual Meeting, of Schrödinger, Inc. The Annual Meeting will be held via the Internet at a virtual audio web conference at www.virtualshareholdermeeting.com/SDGR2024 on Tuesday, June 18, 2024, at 11:00 a.m., Eastern time.

At the Annual Meeting, the stockholders will consider and vote on the following matters:

1.Election of three Class I directors, Ramy Farid, Gary Ginsberg and Arun Oberoi, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his respective successor has been duly elected and qualified;

2.Approval of an advisory vote on executive compensation;

3.Approval of an amendment to the Schrödinger, Inc. 2022 Equity Incentive Plan to increase the number of shares of our common stock available for issuance thereunder by 5,000,000 shares;

4.Approval of an amendment to the Schrödinger, Inc. 2020 Employee Stock Purchase Plan to increase the number of shares of our common stock available for issuance thereunder by 413,155 shares;

5.Approval of an amendment to the Schrödinger, Inc. Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;

6.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

7.Transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.

You can find more information, including the nominees for director, in the proxy statement for the Annual Meeting, which is available for viewing, printing and downloading at www.proxyvote.com. The board of directors recommends that you vote “FOR” each of the Class I directors (Proposal No. 1), “FOR” the approval of the advisory vote on executive compensation, commonly referred to as the “say-on-pay” vote (Proposal No. 2), “FOR” the approval of the amendment to the Schrödinger, Inc. 2022 Equity Incentive Plan (Proposal No. 3), “FOR” the approval of the amendment to the Schrödinger, Inc. 2020 Employee Stock Purchase Plan (Proposal No. 4), “FOR” the approval of the amendment to the Schrödinger, Inc. Restated Certificate of Incorporation (Proposal No. 5), and “FOR” the ratification of the appointment of our independent registered public accounting firm (Proposal No. 6), each as outlined in the attached proxy statement.

We are pleased to comply with the rules of the Securities and Exchange Commission that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we plan to send to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice of Availability, instead of a paper copy of the proxy statement and our annual report for the fiscal year ended December 31, 2023, or the 2023 Annual Report. We plan to mail the Notice of Availability on or about April 25, 2024, and the Notice of Availability contains instructions on how to access our proxy materials over the Internet. The Notice of Availability also contains instructions on how each of our stockholders can request a paper copy of our proxy materials, including the proxy statement, our 2023 Annual Report, and a form of proxy card.

Stockholders of record at the close of business on April 22, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

Your vote is important to us regardless of the number of shares you own. Whether or not you expect to virtually attend the Annual Meeting online, please vote your shares to ensure your representation and the presence of a quorum at the Annual Meeting. If you are a stockholder of record, you may vote your shares by proxy prior to the Annual Meeting on the Internet by visiting www.proxyvote.com, by telephone by calling 1-800-690-6903 and following the recorded instructions, or by completing, signing, dating, and returning a proxy card. If you mail your proxy card or vote by telephone or the Internet and then decide to attend the Annual Meeting and vote your shares online during the Annual Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee that you must follow for your shares to be voted.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor, New York, NY 10104

(800) 561-3947 (toll-free in North America)

+1 (781) 575-2137 (outside of North America)

A complete list of registered stockholders will be available to stockholders of record for examination at 1540 Broadway, 24th Floor, New York, New York 10036 during the 10-day period ending on the day before the Annual Meeting. Further information about how to attend the Annual Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.


			By Order of the Board of Directors,
			/s/ Yvonne Tran

			Yvonne Tran Chief Legal Officer and Corporate Secretary
New York, New York April 25, 2024

Important Notice Regarding Internet Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on June 18, 2024: The attached proxy statement and our 2023 annual report to stockholders, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2023, are available for viewing, printing and downloading at www.proxyvote.com. These documents are also available to any stockholder who wishes to receive a paper copy upon written request to Schrödinger, Inc., 1540 Broadway, 24th Floor, New York, New York 10036, Attention: Investor Relations. The proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2023 are also available on the SEC’s website at www.sec.gov.

TABLE OF CONTENTS


INFORMATION CONCERNING SOLICITATION AND VOTING			1
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			2
PROPOSAL NO. 1—ELECTION OF THREE CLASS I DIRECTORS			8
PROPOSAL NO. 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION			13
PROPOSAL NO. 3—APPROVAL OF AN AMENDMENT TO THE SCHRÖDINGER, INC. 2022 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 5,000,000 SHARES			15
PROPOSAL NO. 4—APPROVAL OF AN AMENDMENT TO THE SCHRÖDINGER, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 413,155 SHARES			30
PROPOSAL NO. 5—APPROVAL OF AN AMENDMENT TO THE SCHRÖDINGER, INC. RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION			35
PROPOSAL NO. 6—RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024			39
CORPORATE GOVERNANCE			41
EXECUTIVE AND DIRECTOR COMPENSATION			50
EXECUTIVE COMPENSATION TABLES			70
TRANSACTIONS WITH RELATED PERSONS			88
PRINCIPAL STOCKHOLDERS			91
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			93
STOCKHOLDER PROPOSALS FOR OUR 2025 ANNUAL MEETING OF STOCKHOLDERS			94
STOCKHOLDERS SHARING THE SAME ADDRESS			95
OTHER MATTERS			96
APPENDIX A—AMENDMENT NO. 1 TO 2022 EQUITY INCENTIVE PLAN			A-1
APPENDIX B—2022 EQUITY INCENTIVE PLAN, AS AMENDED			B-1
APPENDIX C—AMENDMENT NO 1. TO 2020 EMPLOYEE STOCK PURCHASE PLAN			C-1
APPENDIX D—2020 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED			D-1
APPENDIX E—CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF SCHRÖDINGER, INC.			E-1

1540 Broadway, 24th Floor

New York, New York 10036

(212) 295-5800

PROXY STATEMENT FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Tuesday, June 18, 2024

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement contains information about the Annual Meeting of Stockholders of Schrödinger, Inc., or the Annual Meeting, to be held on Tuesday, June 18, 2024, at 11:00 a.m., Eastern time. The Annual Meeting will be held via the Internet at www.virtualshareholdermeeting.com/SDGR2024. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Further information about how to attend the Annual Meeting online is included in this proxy statement.

The board of directors of Schrödinger, Inc. is using this proxy statement to solicit proxies for use at the Annual Meeting and at any adjournment or postponement of that meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, references to “Schrödinger,” “the Company,” “our company,” “we,” “us,” “our” and similar terms refer to Schrödinger, Inc. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this proxy statement.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the shares represented by the proxies will be voted in accordance with the recommendations of our board of directors.

Instead of mailing a paper copy of our proxy materials to all of our stockholders, we are providing access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice of Availability, instead of a paper copy of this proxy statement and our annual report for the fiscal year ended December 31, 2023, or the 2023 Annual Report. We plan to mail the Notice of Availability on or about April 25, 2024, and the Notice of Availability contains instructions on how to access our proxy materials over the Internet. The Notice of Availability also contains instructions on how each of our stockholders can request a paper copy of our proxy materials, including this proxy statement, our 2023 Annual Report, and a form of proxy card.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 18, 2024:

This proxy statement and our 2023 Annual Report are

available for viewing, printing and downloading at www.proxyvote.com.

A copy of our annual report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written request Schrödinger, Inc., 1540 Broadway, 24th Floor, New York, New York 10036, Attention: Investor Relations. This proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2023 are also available on the SEC’s website at www.sec.gov.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Q: What is the Purpose of the Annual Meeting?

A: At the Annual Meeting, our stockholders will consider and vote on the following matters:

2.Approval of an advisory vote on executive compensation;

3.Approval of an amendment to the Schrödinger, Inc. 2022 Equity Incentive Plan to increase the number of shares of our common stock available for issuance thereunder by 5,000,000 shares;

4.Approval of an amendment to the Schrödinger, Inc. 2020 Employee Stock Purchase Plan to increase the number of shares of our common stock available for issuance thereunder by 413,155 shares;

5.Approval of an amendment to the Schrödinger, Inc. Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation;

6.Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

7.Transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

As of the date of this proxy statement, we are not aware of any business to come before the meeting other than the first six items noted above.

Q: How Does the Board of Directors Recommend that I Vote on the Proposals?

A: Our board of directors unanimously recommends that you vote:

FOR the election of the three nominees to serve as Class I directors on our board of directors, each for a three-year term expiring at the 2027 annual meeting of stockholders and until his respective successor has been duly elected and qualified;

FOR the approval of the advisory vote on executive compensation;

FOR the approval of the amendment to the Schrödinger, Inc. 2022 Equity Incentive Plan, or the 2022 Plan, to increase the number of shares of our common stock available for issuance thereunder by 5,000,000 shares;

FOR the approval of the amendment to the Schrödinger, Inc. 2020 Employee Stock Purchase Plan, or the 2020 ESPP, to increase the number of shares of our common stock available for issuance thereunder by 413,155 shares;

FOR the approval of the amendment to the Schrödinger, Inc. Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation; and

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending Dec