Peter Thompson
About Peter A. Thompson
Peter A. Thompson, M.D. (age 65) is an independent director of ARS Pharmaceuticals (SPRY) since the November 2022 reverse merger. He is a Member at OrbiMed Advisors, a physician-scientist and operating executive with prior leadership roles at Trubion Pharmaceuticals, Chiron, and Becton Dickinson. He holds a Sc.B. in Molecular Biology & Mathematics and an M.D. from Brown University, is board-certified in internal medicine and oncology, and is named on numerous patents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trubion Pharmaceuticals | Executive leadership roles | — | Biopharma operating experience |
| Chiron Corporation | Executive leadership roles | — | Biopharma operating experience |
| Becton, Dickinson & Company | Executive leadership roles | — | Medtech operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OrbiMed Advisors LLC | Member | — | Leading healthcare investment firm |
| Corvus Pharmaceuticals (CRVS) | Director | Since 2014 | Public company board |
| Edgewise Therapeutics (EWTX) | Director | Since 2017 | Public company board |
| Sionna Therapeutics (SION) | Director | Since 2022 | Public company board |
Board Governance
- Committee assignments: Compensation Committee member; chair is Saqib Islam .
- Independence: Board determined Thompson is independent under Nasdaq rules (non-independent directors are Lowenthal, Saunders, Shah, Shawver) .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings .
- Board leadership: Chair is Pratik Shah; roles of Chair and CEO are separated, enhancing independent oversight .
- Executive sessions: Compensation Committee meets regularly in executive session .
- Hedging/pledging: Company prohibits short sales, options/hedges, and pledging/margining of Company stock by directors .
- Clawback: Dodd-Frank compliant incentive compensation recovery policy adopted Oct 2023 .
Fixed Compensation
| Item | FY2024 Amount | Source |
|---|---|---|
| Cash fees earned (retainers, committee membership) | $47,500 | |
| Policy – base annual cash retainer (2024 policy) | $40,000 | |
| Policy – Compensation Committee member retainer (2024 policy) | $7,500 | |
| Policy – Commercial Committee member/chair retainers (added June 2024) | $10,000 / $20,000 |
Policy changes effective April 2025: base retainer increased to $50,000; Board Chair additional retainer increased to $35,000; initial director option grant reduced to 60,000 shares; annual director option grant reduced to 30,000 shares .
Performance Compensation
| Equity Component | FY2024 Grant-Date Fair Value | Vesting/Terms | Source |
|---|---|---|---|
| Annual option award | $232,932 | Annual director options vest on earlier of 1-year anniversary or next annual meeting; 10-year term; CIC acceleration |
- Outstanding director options at 12/31/2024: 151,270 shares (aggregate options outstanding) .
- Change-in-control: Director options accelerate upon a “change in control” under the 2020 Plan .
- Performance metrics: None disclosed for director pay; director equity is time-based options .
Other Directorships & Interlocks
- OrbiMed Advisors and affiliates are >5% holders of SPRY (e.g., OrbiMed Private Investments VI and related entities). Thompson is a member of OrbiMed Advisors; OrbiMed-related entities disclaim beneficial ownership except to pecuniary interest .
- RA Capital is an 11.1% holder; its managing partner Peter Kolchinsky is also a SPRY director (board-level investor representation from two large holders) .
- Royalty/contingent payment assignment: In Nov 2024, Aegis assigned neffy royalty/milestone rights to OrbiMed; SPRY recognized $0.2M expense to OrbiMed in FY2024 and $0.5M in Q1’25. Thompson is a general partner at OrbiMed. Company notes the agreement originated with an unrelated party (Aegis) and thus was not reviewed as a related-person transaction at inception .
Expertise & Qualifications
- Physician-scientist with Sc.B. and M.D. from Brown; board-certified internist/oncologist; holds numerous patents .
- Deep venture and governance experience as OrbiMed Member and multi-company public director (CRVS, EWTX, SION) .
- Prior executive roles across biotech and medtech (Trubion, Chiron, BD) .
- Qualified for compensation oversight; Compensation Committee member .
Equity Ownership
| Holder | Beneficial Ownership (#) | % Outstanding | Notes |
|---|---|---|---|
| Peter A. Thompson, M.D. | 111,270 | <1% | Options exercisable within 60 days of 3/31/2025 |
- Hedging/pledging: Prohibited by policy; enhances alignment and reduces counterparty risk .
- Ownership guidelines: Not disclosed for directors in proxy (no guideline details found).
Governance Assessment
-
Positives
- Independent director with strong biopharma operating and investment background; serves on Compensation Committee; Board attendance ≥75% .
- Director compensation is modest in cash (2024: $47.5k) with equity predominantly in options, aligning incentives to long-term value creation; April 2025 policy reduces equity grant sizes while increasing base retainer, balancing alignment and market competitiveness .
- Robust safeguards: no hedging/pledging; clawback policy adopted .
-
Risks and potential conflicts
- RED FLAG: OrbiMed royalty interest in neffy creates a related-party nexus (Thompson is OrbiMed GP; OrbiMed is also a major shareholder). While the assignment came via Aegis and was not reviewed as related at inception, ongoing payments to OrbiMed ($0.2M FY2024; $0.5M Q1’25) warrant strict recusal and Audit Committee oversight .
- Concentrated investor influence: Two large holders (OrbiMed, RA Capital) have board seats (Thompson; Kolchinsky). This can be beneficial for capital markets access but may concentrate influence; independence determinations and conflict reviews are essential .
- Related-party ecosystem: Separate from Thompson, the Chair’s consulting entity (Marlinspike) received $240,000 in 2024; continued use requires transparent oversight (not directly a Thompson conflict but a board governance consideration) .
-
Mitigants
- Company maintains a formal related-party transaction policy requiring Audit Committee review and director recusal where appropriate .
- Board has majority independent directors; Chair and CEO roles are separated .
Overall, Thompson’s credentials and committee role support board effectiveness; the key monitoring item is rigorous conflict management and documentation regarding OrbiMed-related matters, including recusal and independent committee oversight of any transactions or decisions impacting OrbiMed’s economic interests .