Srinivas Akkaraju
About Srinivas Akkaraju
Srinivas Akkaraju, M.D., Ph.D. (age 56), is a Class II director of Kalaris Therapeutics (KLRS), serving since the March 18, 2025 merger; he previously served on Legacy Kalaris’ board since September 2019. He is Founder and Managing General Partner of Samsara BioCapital, L.P. (since March 2017), holds an M.D. and Ph.D. in Immunology from Stanford University, and undergraduate degrees in Biochemistry and Computer Science from Rice University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsara BioCapital, L.P. | Founder & Managing General Partner | Since Mar 2017 | Lead life sciences investor; controls KLRS voting power via Samsara LP and Samsara LLC |
| Sofinnova Ventures | General Partner | Apr 2013–Feb 2016 | Venture investing leadership |
| New Leaf Venture Partners | Managing Director | Jan 2009–Apr 2013 | Growth-stage biotech investing |
| Panorama Capital, LLC | Managing Director | Previously; dates not disclosed | Private equity leadership |
| J.P. Morgan Partners | Partner (joined 2001; partner 2005) | 2001–2005+ | PE transactions and portfolio management |
| Genentech, Inc. | Business & Corporate Development (Senior Manager) | Oct 1998–Apr 2001 | BD in biotech; strategic transactions |
| Kalaris Therapeutics (Legacy) | Director | Since Sep 2019 | Board member prior to public merger |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| vTv Therapeutics Inc. | Director | Since Feb 2024 | Public company board |
| Scholar Rock | Director | Since Jul 2022 | Interlock: KLRS Chair David Hallal is CEO & Chair of Scholar Rock (since Apr 2025 and Jul 2017) |
| Mineralys Therapeutics, Inc. | Director | Since Jan 2021 | Public company board |
| Alumis Inc. | Director | Since Jan 2021 | Public company board |
| Prior: Chinook, Syros, Intercept, Jiya Acquisition, Seagen (Seattle Genetics), Principia | Director | Various 2003–2024 | Significant prior public board experience |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; members: Srinivas Akkaraju, Napoleone Ferrara, David Hallal .
- Independence: KLRS board determined independent directors include Adamis, Ferrara, Hallal, Jovan‑Embiricos, Patterson (Akkaraju not listed as independent), consistent with his control affiliation via Samsara LP/Samsara LLC .
- Controlled company: Samsara LP holds >50% voting power; KLRS elected controlled company exemptions (compensation committee not entirely independent; nominations not entirely by independent directors) .
- Board leadership: Chair and CEO roles are separated (Chair: David Hallal; CEO: Andrew Oxtoby) .
- Attendance: Company disclosed each director then in office attended ≥75% of meetings in 2024; directors attended the 2024 annual meeting virtually (pre‑merger context) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non‑employee director) | $40,000 | Payable quarterly in arrears; prorated post‑merger |
| Chair of Board Incremental Retainer | $110,000 | Not applicable to Akkaraju (Chair is Hallal) |
| Audit Committee Member | $7,500 | Chair adds $7,500 |
| Compensation Committee Member | $6,000 | Chair adds $6,000 |
| Nominating & Corporate Governance Committee Member | $4,000 | Chair adds $4,000; Akkaraju is Chair → $8,000 total for N&CG |
Performance Compensation
| Grant Type | Shares | Vesting | Term | Exercise Price | Change‑of‑Control |
|---|---|---|---|---|---|
| Initial Director Stock Option (Apr 2025) | 18,000 | 2.7778% monthly for 36 months (Mar 18, 2025–Mar 18, 2028) | 10 years | Nasdaq closing price on grant date | 100% acceleration on CoC |
| Annual Director Stock Option (from 2026) | 9,000 (prorated if <1 year service) | Full vest at 1‑year or immediately before next annual meeting | 10 years | Nasdaq closing price on grant date | 100% acceleration on CoC |
KLRS prohibits directors/officers/employees from hedging or pledging company stock; derivatives are expressly prohibited by insider trading policy .
Other Directorships & Interlocks
- Scholar Rock interlock: Akkaraju is a director; KLRS Chair David Hallal is CEO and Chair of Scholar Rock—creates potential information flow and influence across boards .
- Samsara network: Another KLRS director, Michael Dybbs, is a Samsara LP partner; KLRS disclosed controlled company status due to Samsara ownership .
Expertise & Qualifications
- Scientific and investment credentials: MD/PhD in Immunology (Stanford), venture/private equity leadership at Samsara, Sofinnova, New Leaf, Panorama; BD experience at Genentech .
- KLRS cites his strong scientific background and extensive PE/VC experience as board qualifications .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Srinivas Akkaraju, M.D., Ph.D. | 11,450,581 | 61.22% | Includes voting/investment power over Samsara LP via Samsara LLC |
| Samsara BioCapital, L.P. | 11,448,081 | 61.21% | Majority holder; controlled company status |
| Shares pledged/hedged | Not disclosed | — | Company policy prohibits pledging/hedging and derivative transactions |
Governance Assessment
- RED FLAGS
- Controlled company: Samsara LP majority ownership; KLRS uses exemptions (comp committee not entirely independent; nominations not entirely by independent directors), concentrating influence with Akkaraju/Samsara network .
- Related‑party financing: Multiple convertible notes and preferred financings by Samsara LP (Dec 2021 note → Series A; Dec 2022, May 2023 notes → Series B‑1; SAFE Aug 2023 → Series B‑2; Mar 2024 $10M note; Oct–Nov 2024 notes; Jan 2025 Bridge notes), culminating in conversions around the merger—ongoing material transactions with an affiliate controlled by a director .
- Interlocks: Scholar Rock interlock via Hallal; potential information or influence overlap to monitor .
- Mitigants
- High ownership alignment (“skin‑in‑the‑game”) through majority stake; strong ophthalmology and biotech investing expertise on the board; separated Chair/CEO roles; formal risk oversight across committees; adopted clawback policy for incentive‑based comp .
- Insider trading policy prohibits pledging/hedging, reducing misalignment risk signals .
Potential Conflicts or Related‑Party Exposure
- Samsara LP financings:
- Dec 2021: $2.0M convertible note at 2%—converted into 2.5M Series A at $0.80 .
- Series A 2022: Samsara converted notes (~$13.36M) and purchased 8.0M shares for $8.0M .
- Dec 2022 / May 2023 notes: Converted into 9,957,095 Series B‑1 at $1.00 .
- SAFE Aug 2023: $1.5M → 1,200,000 Series B‑2 at $1.25 .
- Mar 2024 note: $10.0M at 10%—converted into 1,757,951 common at $6.20 at merger (reverse split‑adjusted) .
- Oct–Nov 2024 notes: $8,957,159 (Oct) and $115,871 (Nov) to Samsara; further $166,855 to Ajax Trust among others .
- Jan 2025 Bridge notes: Additional $31,285.50 to Samsara; broader $3.75M across holders at 8% .
- Governance controls: Audit committee reviews related‑person transactions for conflict; current audit committee fully independent under Nasdaq/SEC rules .
Independence, Attendance & Engagement
- Independence: Akkaraju is not listed as independent; he controls Samsara LLC/LP which holds majority voting power—KLRS is a controlled company .
- Attendance: Company disclosed ≥75% attendance by directors then in office in 2024 and full attendance at 2024 annual meeting virtually (pre‑merger context) .
- Executive sessions: Independent directors meet at least twice annually in executive session per governance guidelines .
Director Compensation Structure Analysis
- Mix: Cash retainers relatively modest; equity via options with time‑based vesting (no performance metrics) and change‑of‑control acceleration—signals retention over performance pay .
- Committee chair fees: As N&CG Chair, Akkaraju earns incremental $4,000 chair fee atop $4,000 member fee .
- Say‑on‑pay: KLRS is an emerging growth company; not required to conduct say‑on‑pay votes, reducing external comp feedback mechanisms .
Compensation Policies and Clawbacks
- Clawback: Compensation recovery policy adopted Oct 26, 2023—recoup incentive‑based compensation upon financial restatement (executive officers; not director equity) .
- Insider trading: Prohibits derivatives, pledging, short sales; designed to support alignment and compliance .
Notes on Compensation Peer Group and Consultants
- Compensation committee responsibilities cover use/independence of compensation advisors; no specific peer group or consultant disclosures provided in this proxy .
Summary Implications for Investors
- Governance risk centers on controlled company status, extensive related‑party financings with Samsara, and interlocks—monitor committee independence, transaction terms, and minority shareholder protections .
- Alignment is strong via majority ownership and prohibited hedging/pledging; equity awards are retention‑oriented rather than performance‑metric‑based .