Alexander Fitzpatrick
About Alexander Fitzpatrick
Alexander A. Fitzpatrick, J.D., is Chief Legal Officer and Secretary of ARS Pharmaceuticals (SPRY) and has served in this role since December 2022, bringing nearly two decades of public-company general counsel experience across pharma/biotech and technology sectors . He is 58 years old, with a B.S. in mathematics from Georgetown University and a J.D. from the University of California, Berkeley (Boalt Hall) . Tenure at SPRY is approximately three years; the proxy does not disclose individual TSR, revenue, or EBITDA performance metrics for his role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evofem Biosciences, Inc. | Executive Vice President, General Counsel & Secretary | 2017–2022 | Led legal for a commercial-stage biotech; executed collaborations, M&A, licensing, and financing transactions . |
| Kyriba Corporation | Chief Legal Officer & Secretary | 2014–2016 | Oversaw legal and corporate governance in enterprise fintech/software; handled licensing and financing matters . |
| Verenium Corporation | SVP, General Counsel, Compliance Officer & Secretary | 2010–2014 | Led legal, compliance, and governance at a public biotech; engaged in M&A, IP, and financing transactions . |
| Kintera, Inc./Blackbaud division | SVP, General Counsel & Secretary | 2004–2010 | Served as GC pre/post sale to Blackbaud; managed corporate transactions and integrations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooley LLP | Corporate/Business Associate | Prior to 2004 | Advised pharma/healthcare and technology clients, investment banks, and VCs on collaborations, M&A, IP, licensing, and financings . |
| Latham & Watkins LLP | Corporate/Business Associate | Prior to 2004 | As above, with cross-border transaction experience . |
| Rogers & Wells LLP (now Clifford Chance), London | Corporate/Business Associate | Prior to 2004 | Advised on international transactions for life sciences and tech sectors . |
Fixed Compensation
- The proxy does not list Fitzpatrick among the Named Executive Officers (NEOs) for detailed salary/bonus disclosure; NEOs for 2024 were CEO Lowenthal, CMO Tanimoto, and COO Dorsey .
- Company program framework: base salaries are market-referenced and reviewed annually with Radford/Aon benchmarking to roughly the 50th percentile of a peer group, subject to adjustments for experience/performance .
- Annual performance-based bonus opportunities are set as target percentages of base salary for NEOs; bonuses are tied to corporate goals (R&D, clinical, regulatory milestones). Individual targets/payouts are disclosed for NEOs but not for Fitzpatrick .
Performance Compensation
- Equity awards: SPRY emphasizes multi-year, service-based vesting stock options to align executives with shareholder value and retention; options are granted at FMV and generally vest over four years, with representative schedules of 25% at year 1 then monthly vesting over 36 months for grants commencing Jan 1, 2023 and Jan 1, 2024 (illustrative in proxy) .
- Clawback: Incentive Compensation Recoupment Policy adopted Oct 2023 applies to current/former executive officers for erroneously awarded cash/equity incentive comp in case of accounting restatement; policy filed as exhibit to 2023 Form 10-K .
- Emerging Growth Company: SPRY is exempt from say-on-pay and CEO pay ratio disclosures under Dodd-Frank EGC provisions .
Equity Ownership & Alignment
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | Mar 31, 2024 | 337,143 | Less than 1% of outstanding; includes shares he has the right to acquire within 60 days under SEC rules . |
| Beneficial ownership (%) | Mar 31, 2024 | <1% | Outstanding shares were 96,574,049; proxy indicates “* less than 1%” . |
| Hedging/pledging | Policy | Prohibited | Officers/directors/employees/consultants may not hedge or pledge/margin company stock at any time . |
| Vested vs. unvested | Not separately disclosed | — | 2025 proxy aggregates other executive officers’ holdings (group totals), not Fitzpatrick individually . |
Note: 2025 proxy aggregates other executive officers (including Fitzpatrick) to 252,332 shares directly owned and 2,541,870 shares acquirable within 60 days via options as a group; 308,035 of those options would be unvested but exercisable as of May 30, 2025 and remain subject to company repurchase while unvested .
Employment Terms
| Provision | Outside Change-in-Control Period | Change-in-Control Termination (3 months prior to 12 months after close) |
|---|---|---|
| Severance cash | 9 months base salary | 18 months base salary; 150% of annual target cash bonus; prorated target bonus for year of termination . |
| Health benefits | Up to 9 months continuation | Up to 18 months continuation . |
| Equity vesting | Not specified outside CIC under Severance Plan | Accelerated vesting of all outstanding stock options and other stock awards . |
| Triggers | Termination without cause or resignation for good reason | Same (involuntary termination within CIC window) . |
- Fitzpatrick participates as “other executive officer” under SPRY’s Change in Control and Severance Benefit Plan; plan requires release of claims for benefits .
- Separate employment agreements with specific severance terms are disclosed for CEO, CMO, and COO; no individually negotiated agreement for Fitzpatrick is described in the proxy .
Investment Implications
- Alignment and retention: Four-year option vesting and full acceleration on change-in-control terminations provide retention incentives but also reduce post-deal lock-in; prohibition on hedging/pledging mitigates misalignment and forced selling risk .
- Pay-for-performance transparency: As a non-NEO, Fitzpatrick’s individual base/bonus targets and equity grant sizes are not disclosed, limiting granular pay-for-performance assessment; bonuses company-wide emphasize R&D/regulatory milestones rather than financial metrics (TSR/EBITDA), which may reduce direct linkage to shareholder returns in the near term .
- Ownership: 337,143 shares beneficially owned as of March 31, 2024 (<1%) indicates modest direct exposure; 2025 disclosures aggregate executive holdings, so monitoring future proxies and Form 4s is essential to assess ongoing accumulation or selling pressure .
- Change-in-control economics: Double-trigger design (termination within CIC period) with cash and full equity acceleration is competitive and could influence executive negotiation posture in strategic transactions; watch for any amendments raising multiples or expanding acceleration scope .
Process note: Attempted Form 4 retrieval for Alexander Fitzpatrick via Insider Trades skill to evaluate recent selling/vesting pressure, but the request returned an authorization error; rerun when access is available to quantify transaction cadence and post-transaction ownership [Insider-Trades skill run attempt].