Laura Shawver
About Laura Shawver
Laura Shawver, Ph.D., 67, has served on ARS Pharmaceuticals’ (SPRY) Board since the closing of the merger in November 2022. She holds a B.S. in microbiology and a Ph.D. in pharmacology from the University of Iowa, and is a seasoned biotech operator and scientist, currently President & CEO of Capstan Therapeutics (since Sept 2022) and a director at Relay Therapeutics (Nasdaq: RLAY) . The Board has determined Dr. Shawver is not independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synthorx, Inc. (THOR; acquired by Sanofi) | President & CEO; Director | 2017–Jan 2020 | Led company to sale to Sanofi in Jan 2020 |
| Cleave Biosciences | CEO; Director | 2011–2018 | Led biopharma operations |
| 5AM Ventures | Entrepreneur in Residence | Prior to 2011 (dates not specified) | Venture portfolio/science evaluation |
| Phenomix Corp. | CEO | Prior | Executive leadership |
| SUGEN, Inc.; Berlex Biosciences (Triton) | Various roles | Prior | Drug development/scientific leadership |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Capstan Therapeutics | President & CEO | Private | Since Sept 2022 |
| Relay Therapeutics (RLAY) | Director | Public | Since 2017 |
| Silverback Therapeutics | Director | Public (pre-merger) | Apr 2020–Nov 2022 |
Board Governance
- Independence: The Board affirmatively determined that all directors other than Mr. Lowenthal, Mr. Saunders, Dr. Shah, and Dr. Shawver are independent; thus, Dr. Shawver is not independent .
- Committees: 2024 committee roster (Audit, Compensation, Nominating & Corporate Governance, Commercial) does not list Dr. Shawver as a member or chair, indicating no committee assignments in 2024 .
- Attendance: The Board met four times in 2024; no director attended fewer than 75% of Board and applicable committee meetings .
- Board/Committee structure and 2024 meeting counts:
- Audit (5), Compensation (2), Nominating & Corporate Governance (1), Commercial (1) .
- Leadership: Board Chair is Dr. Pratik Shah; committee chairs are independent directors (e.g., Audit—Phillip Schneider; Nominating—Peter Kolchinsky; Compensation—Saqib Islam; Commercial—Brenton Saunders) .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $40,000 | Non‑employee director cash retainer |
| 2024 | Committee cash retainers | $0 | No committee assignments listed for Shawver in 2024 |
| 2025 policy change (effective Apr 2025) | Annual cash retainer | $50,000 | Increased from $40,000 |
| Policy detail | Chair of Board additional retainer | $35,000 (2025); $30,000 (2024) | Not applicable to Shawver unless serving as Chair |
| 2024 | All other compensation | — | None disclosed for Shawver |
- For 2024, Dr. Shawver’s cash represented 14.7% of her total director compensation ($40,000 / $272,932), indicating an equity‑heavy mix .
Performance Compensation
| Year | Instrument | Grant/Value | Vesting / Terms | Performance Metrics |
|---|---|---|---|---|
| 2024 | Annual stock options | $232,932 (grant-date fair value) | Annual grant generally 40,000 options in 2024 policy; vests by next annual meeting or first anniversary; 10‑year term; director options accelerate upon change in control | None disclosed for directors; time‑based vesting (no revenue/EBITDA/TSR metrics) |
| 2025 policy change (Apr 2025) | Annual stock options | Reduced to 30,000 shares | Terms otherwise per plan; acceleration upon change in control remains | None (time‑based) |
| Ongoing | Initial stock options (on appointment) | 80,000 (2024 policy); 60,000 (post‑Apr 2025) | 1/3 at 1‑yr; remainder monthly over 24 months; 10‑yr term; CIC acceleration | None (time‑based) |
- Clawback policy: Adopted Oct 2023, applies to executive officer incentive compensation in event of restatement; not specific to non‑employee director pay .
Director Compensation (2024 actual)
| Name | Fees Earned/Paid in Cash ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Laura Shawver, Ph.D. | 40,000 | 232,932 | — | 272,932 |
Other Directorships & Interlocks
| Company | Role | Interlock/Consideration |
|---|---|---|
| Relay Therapeutics (RLAY) | Director | Additional public company board; no related‑party transactions disclosed with SPRY |
| Capstan Therapeutics | President & CEO | Operating role at a private biotech; no related‑party transactions with SPRY disclosed |
| Silverback Therapeutics | Director (pre‑merger) | Service ended at Nov 2022 merger; may inform non‑independence status determination |
- Related‑party exposure at SPRY: The proxy discloses a royalty rights assignment to OrbiMed (a >5% holder), where SPRY’s payments under the Aegis agreement now go to OrbiMed; board member Peter Thompson is a general partner at OrbiMed. Not related to Shawver personally .
Expertise & Qualifications
- Scientist/operator background; extensive executive leadership at multiple biopharmas; drug developer by training .
- Advanced degrees: B.S. (microbiology) and Ph.D. (pharmacology), University of Iowa .
Equity Ownership
| Holder | Total Beneficial Ownership (#) | % Outstanding | Directly Held (#) | Right to Acquire within 60 Days (#) | Options Outstanding at 12/31/2024 (#) |
|---|---|---|---|---|---|
| Laura Shawver, Ph.D. | 1,213,733 | 1.2% (of 98,129,804) | 210,346 | 1,003,387 (options within 60 days of 3/31/2025) | 1,193,387 |
- No hedging or pledging permitted under SPRY’s Insider Trading Policy; prohibitions apply to directors .
Insider Trades (recent)
| Date (Transaction) | Type | Shares | Price/Notes | Source |
|---|---|---|---|---|
| Jan 6, 2025 | Sale (pursuant to Rule 10b5‑1 plan) | 50,000 | Weighted avg sale price $11.1013; 10b5‑1 plan adopted Aug 16, 2024 | |
| Mar 5, 2025 | Sale | 400 | Est. ~$4,400; post‑trade ownership reported as 210,346 shares | |
| Apr 7, 2025 | Sale | 50,002 | Reported via Form 4; third‑party notes WA price $12.301 |
Note: Beneficial ownership in the proxy indicates 210,346 shares directly held as of March 31, 2025 .
Governance Assessment
-
Strengths
- Deep scientific and commercial leadership spanning private and public biotechs; board views her as qualified due to executive and drug development experience .
- Attendance: Met at least the 75% threshold in 2024; overall board and committees adhered to regular meeting cadence .
- Hedging/pledging prohibitions strengthen alignment safeguards .
- Director options accelerate on change in control; aligns with shareholder value realization in transactions .
-
Watch items / Potential red flags
- Independence: Board has determined Dr. Shawver is not independent, which can weigh on committee eligibility and perceived governance independence .
- Insider selling: Multiple planned and open‑market sales in 2025 (including a 50,000‑share sale under a 10b5‑1 plan) may be viewed as mixed alignment signals despite remaining ownership and significant options .
- No 2024 committee assignments: limits direct oversight role in audit, compensation, nominating, or commercial focus areas .
- Ownership guidelines: No explicit director stock ownership guidelines disclosed in the proxy excerpts reviewed; however, beneficial ownership is reported and hedging/pledging is prohibited .
-
Compensation structure dynamics
- 2025 policy shifts compensation toward slightly higher fixed cash (retainer increase to $50k) and smaller annual/initial option grants (30k/60k), reducing equity risk while preserving at‑risk exposure via options; this may modestly temper pay‑for‑performance leverage for directors .
Appendix: Committee Structure & 2024 Meetings
| Committee | Members (Chair marked *) | 2024 Meetings |
|---|---|---|
| Audit | Phillip Schneider*; Rajeev Dadoo; Michael Kelly | 5 |
| Compensation | Saqib Islam*; Peter A. Thompson | 2 |
| Nominating & Corporate Governance | Peter Kolchinsky*; Phillip Schneider | 1 |
| Commercial (est. June 2024) | Brenton L. Saunders*; Michael Kelly | 1 |