8 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
−Removed: Our internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officer to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Management assessed our internal control over financial reporting as of December 31, 2021.
Management based its assessment on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).
−Removed: Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.
−Removed: This Annual Report does not include an attestation report of our independent registered public accounting firm due to an exemption established by the JOBS Act for “emerging growth companies”.
+Added: Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.
+Added: Our independent registered public accounting firm, KPMG, LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included in Item 8 of this Annual Report.
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) that occurred during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
−Removed: Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud.
+Added: Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
2 unchanged sentences
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.
−Removed: Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by
−Removed: management override of the controls.
+Added: Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two
+Added: or more people or by management override of the controls.
The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.
1 unchanged sentence
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not Applicable.
Directors, Executive Officers and Corporate Governance.
15 unchanged sentences
The following documents are included on pages F-2 through F-9 attached hereto and are filed as part of this Annual Report.
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the Years ended December 31, 2021, 2020, and 2019
−Removed: Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the Years ended December 31, 2020 and 2019
+Added: Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2021, 2020, and 2019
+Added: Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years ended December 31, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for the Years ended December 31, 2021, 2020, and 2019
14 unchanged sentences
2020 Equity Incentive Plan
−Removed: Form of Stock Option Agreement and Form of Restricted Stock Unit Agreement under the 2020 Equity Incentive Plan
+Added: Form of Stock Option Agreement and Form of Restricted Stock Unit Agreement for U.S.
+Added: Participants under the 2020 Equity Incentive Plan
+Added: Form of Restricted Stock Unit Agreement for Non-U.S.
+Added: Participants under the 2020 Equity Incentive Plan
2020 Employee Stock Purchase Plan
1 unchanged sentence
Senior Executive Incentive Compensation Plan
−Removed: Executive Severance and Change in Control Benefits Plan
+Added: Amended and Restated Executive Severance and Change in Control Benefits Plan
Employment Agreement, dated May 11, 2010, by and between the Registrant and Ramy Farid
Employment Agreement, dated November 14, 2018, by and between the Registrant and Joel Lebowitz
−Removed: Employment Agreement, dated April 15, 2013, by and between the Registrant and Cony D’Cruz
−Removed: Managing Director Agreement, dated October 1, 2002, by and between Schrödinger GmbH and Jörg Weiser
Employment Agreement, dated May 14, 2018, by and between the Registrant and Karen Akinsanya
−Removed: Employment Agreement, dated February 22, 2017, by and between the Registrant and Jennifer Daniel
Employment Agreement, dated April 27, 2010, by and between the Registrant and Yvonne Tran
Employment Agreement, dated September 11, 2006, by and between the Registrant and Patrick Lorton
−Removed: Employment Agreement, dated June 1, 2010, by and between the Registrant and Shane Brauner
Employment Agreement, dated March 9, 2009, by and between the Registrant and Robert Abel
2 unchanged sentences
Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors
−Removed: Lease, dated July 8, 2009, between SLG Tower 45 LLC and Registrant, as amended
+Added: Office Lease Agreement, dated April 5, 2021, by and between the Registrant and SPUSV5 1540 Broadway, LLC
Lease, dated August 6, 2008, between One Main Place Portland – Oregon, Inc., Landlord, and Registrant, Tenant, as amended
+Added: Office Lease Amendment, dated May 6, 2021, by and between Registrant and MADISON-OFC ONE MAIN PLACE OR LLC
Agreement, dated as of May 5, 1994, between The Trustees of Columbia University in the City of New York and Registrant, as amended
12 unchanged sentences
Independent Contractor Agreement, dated June 23, 2020, by and between the Registrant and Gates Ventures, LLC
−Removed: Restricted Stock Unit Agreement for Non-U.S.
−Removed: Participants under the 2020 Equity Incentive Plan
Stock Option Agreement for Non-U.S.
15 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Taxonomy Extension Schema Document.
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Cover page formatted as Inline XBRL and contained in Exhibit 101.
Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
5 unchanged sentences
SCHRÖDINGER, INC.
−Removed: March 4, 2021
+Added: February 24, 2022
/s/ Ramy Farid
4 unchanged sentences
President and Chief Executive Officer, Director
−Removed: March 4, 2021
+Added: February 24, 2022
Ramy Farid, Ph.D.
2 unchanged sentences
Chief Financial Officer
−Removed: March 4, 2021
+Added: February 24, 2022
Joel Lebowitz
1 unchanged sentence
/s/ Jenny Herman
−Removed: Senior Vice President, Controller
−Removed: March 4, 2021
+Added: Senior Vice President, Finance and Corporate Controller
+Added: February 24, 2022
(Principal Accounting Officer)
1 unchanged sentence
Chairman of the Board
−Removed: March 4, 2021
+Added: February 24, 2022
Michael Lynton
/s/ Jeffrey Chodakewitz
−Removed: March 4, 2021
+Added: February 24, 2022
Jeffrey Chodakewitz, M.D.
/s/ Richard Friesner
−Removed: March 4, 2021
+Added: February 24, 2022
Richard Friesner, Ph.D.
/s/ Gary Ginsberg
−Removed: March 4, 2021
+Added: February 24, 2022
Gary Ginsberg
/s/ Rosana Kapeller-Libermann
−Removed: March 4, 2021
+Added: February 24, 2022
Rosana Kapeller-Libermann, M.D., Ph.D.
/s/ Gary Sender
−Removed: March 4, 2021
+Added: February 24, 2022
/s/ Nancy Thornberry
−Removed: March 4, 2021
+Added: February 24, 2022
Nancy Thornberry
−Removed: /s/ Timothy Wright
−Removed: March 4, 2021
−Removed: Timothy Wright, M.D.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.