Peter Kolchinsky
About Peter Kolchinsky
Peter Kolchinsky, Ph.D., 48, has served on ARS Pharmaceuticals’ (SPRY) board since August 2021. He is Founder and Managing Partner of RA Capital Management, L.P., with 20+ years in healthcare investing; he holds a BA from Cornell and a Ph.D. in Virology from Harvard. He is a published author and founder of the non-profit No Patient Left Behind, and has served on multiple public and private life sciences boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, L.P. | Founder & Managing Partner | Ongoing | Multi-stage investor across biotech, devices, diagnostics; controlling person at RA Capital entities |
| Dicerna Pharmaceuticals (DRNA) | Director | 2013–Dec 2019 | Biopharma board service |
| Synthorx (THOR) | Director | 2018–Jan 2020 | Biopharma board service |
| Forma Therapeutics (FMTX) | Director | Dec 2019–Oct 2022 | Biopharma board service |
| National Academy of Sciences | Board of Global Science & Technology | Prior service | Science policy and oversight |
External Roles
| Organization | Role | Tenure Start | Notes |
|---|---|---|---|
| Icosavax (ICVX) | Director | Mar 2021 | Vaccine development company |
| Wave Life Sciences (WVE) | Director | 2015 | Genetic medicines focus |
| Various private companies | Director | — | Multiple private biotech boards |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (NCG); not listed as member of Audit or Compensation; Commercial Committee membership not indicated .
- Independence: Board determined all Audit, Compensation, and NCG members meet Nasdaq independence standards; Kolchinsky is designated independent within NCG .
- Attendance and engagement:
- Board met 4 times in 2024; no director attended fewer than 75% of board and committee meetings on which they served .
- NCG met 1 time; Audit met 5; Compensation met 2; Commercial met 1 in 2024 .
- 10 directors attended the 2024 Annual Meeting of Stockholders .
| Committee | Kolchinsky Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | No | — | 5 |
| Compensation | No | — | 2 |
| Nominating & Corporate Governance | Yes | Yes | 1 |
| Commercial | Not indicated | — | 1 |
Fixed Compensation
| Component (2024 policy) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non-employee director retainer |
| NCG Committee Chair fee | $15,000 | Chair retainer (membership fee not applicable to chairs) |
| Total Cash (2024 actual) | $55,000 | Matches reported fees for Kolchinsky |
| 2025 Policy Updates (effective April 2025) | Prior | New |
|---|---|---|
| Annual cash retainer | $40,000 | $50,000 |
| Board Chair retainer | $30,000 | $35,000 |
| Initial option grant (new director) | 80,000 sh | 60,000 sh |
| Annual option grant | 40,000 sh | 30,000 sh |
Performance Compensation
| Equity Component | 2024 Grant Detail | Vesting | Valuation/Term | Change-in-control |
|---|---|---|---|---|
| Annual option grant | 40,000 shares standard for directors | Vests on earlier of 1st anniversary or next annual meeting, subject to service | 10-year term; fair value expensed under ASC 718 | Options subject to accelerated vesting upon change in control under 2020 Plan |
| Kolchinsky 2024 Option Award | $232,932 aggregate grant-date fair value | As above | ASC 718 valuation; recognizes only if stock price exceeds exercise price | Accelerated vesting under 2020 Plan |
| Options outstanding (12/31/2024) | 80,000 shares | — | — | — |
No director RSUs/PSUs or performance metrics (TSR/revenue/EBITDA) disclosed for non-employee directors; director equity is time-vested options under the 2020 Plan .
Other Directorships & Interlocks
- Current public boards: Icosavax (ICVX, since 2021); Wave Life Sciences (WVE, since 2015) .
- Significant shareholder interlock: Entities affiliated with RA Capital own 10,860,977 shares (11.1%); Kolchinsky and fellow SPRY director Pratik Shah are controlling persons of RA Capital Management GP, LLC and may be deemed beneficial owners under Section 13(d). RA Capital and managers disclaim beneficial ownership except for Section 13(d) reporting; RA Capital has sole voting/disposition authority delegated by funds and cannot be revoked on less than 61 days’ notice .
Expertise & Qualifications
- Investor and board experience across public/private biotech; extensive governance exposure .
- Education: BA (Cornell), Ph.D. in Virology (Harvard) .
- Thought leadership: Author of “The Great American Drug Deal” and “The Entrepreneur’s Guide to a Biotech Startup”; founder of No Patient Left Behind .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Basis/Footnote |
|---|---|---|---|
| Peter Kolchinsky, Ph.D. | 10,900,977 | 11.1% | Based on 98,129,804 shares outstanding at 3/31/2025 |
| Entities affiliated with RA Capital | 10,860,977 | 11.1% | RA Capital Healthcare Fund L.P. (9,958,073) and RA Capital Nexus Fund II, L.P. (902,904); voting/disposition delegated to RA Capital; beneficial ownership disclaimed except for Section 13(d) |
Options outstanding for Kolchinsky as of 12/31/2024: 80,000 shares (exercisability/strike not specified for director options; annual director grants are time-vested) .
Governance Assessment
- Alignment: High ownership via RA Capital (11.1%) suggests strong skin-in-the-game and long-term orientation; director compensation is modest cash plus equity options that vest over time, reinforcing alignment with shareholder value creation .
- Independence and role: Board deems Kolchinsky independent; however, he is NCG Chair while being a controlling person of a >10% shareholder (RA Capital), and another RA Capital controlling person (Pratik Shah) also sits on the board—this concentration merits monitoring for potential influence over nominations/governance .
- Attendance/engagement: No attendance shortfalls; board met 4 times; NCG met 1 time; strong annual meeting participation (10 directors attended) .
- Director pay structure: 2025 policy shifts increase fixed cash retainer and reduce equity grant size—slightly less equity leverage; options still have 10-year term with CIC acceleration. For governance, consider the impact of CIC acceleration on independence in takeover scenarios .
RED FLAGS
- Concentrated shareholder influence: Kolchinsky chairs NCG while RA Capital (where he is a controlling person) holds 11.1%; Pratik Shah is also a controlling person of RA Capital—potential conflict risk in board composition decisions .
- Related-party ecosystem: While not tied to Kolchinsky, multiple related-party consulting arrangements exist (Marlinspike—Pratik Shah; PLC—Lowenthal/Tanimoto) and OrbiMed license with a director; audit committee reviews and policies exist, but the breadth of related transactions requires vigilant oversight .
Additional Notes
- NCG Committee charter responsibilities include assessing director independence, conflicts of interest, and governance policies. Kolchinsky, as chair, oversees these processes—important for mitigating risks given RA Capital’s stake and board presence .
- Compensation Committee (Islam, chair; Thompson) sets director compensation policy; 2025 changes moved toward higher cash, lower equity grants .