Pratik Shah

About Pratik Shah

Pratik Shah, Ph.D. (age 54) has served on the SPRY (ARS Pharmaceuticals, Inc.) board since 2016 and as Board Chair since 2018. He is currently Chief Executive Officer of Design Therapeutics, Inc. (Nasdaq: DSGN) since September 2023 and has been its Chairman and a director since 2017; he previously led Auspex Pharmaceuticals as CEO/Chair until its 2015 sale to Teva and chaired Synthorx until its 2020 sale to Sanofi. Dr. Shah holds a B.S. in Biological Sciences (UC Irvine), a Ph.D. in Biochemistry & Molecular Biology, and an M.B.A. in Finance (University of Chicago) .

Past Roles

External Roles

Board Governance

• Structure and roles
  • Board Chair (non-CEO): Dr. Shah serves as Chair; the CEO role is separate (reinforces oversight structure) .
  • Independence: The board determined Dr. Shah is not independent under Nasdaq rules (also non‑independent: CEO Lowenthal, B. Saunders, L. Shawver). All other directors are independent .
• Committee assignments (2024)
  • Dr. Shah is not listed as a member or chair of Audit, Compensation, Nominating & Governance, or Commercial Committees; committee chairs: Audit (P. Schneider), Compensation (S. Islam), Nominating & Governance (P. Kolchinsky), Commercial (B. Saunders) .
• Attendance and engagement
  • Board met 4 times in 2024; no director attended fewer than 75% of board and applicable committee meetings .
• Policies
  • Hedging/pledging prohibited for directors and employees; short sales/options also prohibited .
  • Clawback policy adopted in Oct 2023 per Dodd‑Frank/Nasdaq rules .

Fixed Compensation

Director compensation policy (structure):

• 2024: Annual director retainer $40,000; Chair premium $30,000; committee member retainers (Audit $10k, Commercial $10k, Compensation $7.5k, N&CG $5k); committee chair retainers (Audit $20k, Commercial $20k, Compensation $15k, N&CG $15k) .
• April 2025 amendments: Annual retainer increased to $50,000; Chair premium to $35,000 (equity grant sizes reduced, see below) .

Performance Compensation

Note: Director equity is options (not RSUs/PSUs); no disclosed performance metrics for director equity; value realization depends on stock appreciation above the exercise price .

Other Directorships & Interlocks

Expertise & Qualifications

• Operator and dealmaker: Led Auspex and chaired Synthorx through successful strategic sales; deep transactional experience in biotech .
• Venture and capital markets: Former partner at healthcare VC Thomas, McNerney & Partners; management role at RA Capital GP .
• Scientific and financial training: Ph.D. in Biochemistry & Molecular Biology and M.B.A. in Finance; equips for R&D-commercial-finance oversight .

Equity Ownership

Basis: Percentages calculated against 98,129,804 shares outstanding as of March 31, 2025 .

Governance Assessment

• Strengths
  • Separation of Chair and CEO roles; fully independent Audit, Compensation, and Nominating committees chaired by independent directors .
  • Robust insider trading policy banning hedging/pledging; clawback policy implemented per SEC/Nasdaq rules .
  • Board attendance met minimum thresholds; committees active with defined charters .
• Concerns / Red flags
  • Chair not independent: The board explicitly determined Dr. Shah is not independent, which can weaken perceived oversight, particularly over CEO evaluation and agenda setting .
  • Related‑party consulting: $240,000 paid to Marlinspike in 2024 (and $60,000 in Q1’25), while Dr. Shah serves as President of Marlinspike and as SPRY Chair; this raises potential conflict and alignment concerns for investors .
  • Investor interlocks: RA Capital holds ~11.1% of SPRY; Dr. Shah and Dr. Kolchinsky control RA Capital’s GP and both sit on SPRY’s board (beneficial ownership disclaimed for 13D purposes). This dual role may create perceived influence over board decisions and capital strategy .
• Implications
  • Expect scrutiny from governance‑focused investors on independence of board leadership, related‑party fees, and large‑holder interlocks. Enhancements (e.g., appointment of a lead independent director with defined powers, review/termination of related‑party consulting, periodic third‑party board evaluations) could improve investor confidence.

Appendix: Committee and Meeting Snapshot (2024)

Director Compensation Detail (2024)

Policy change (Apr 2025): director annual retainer increased to $50,000; Chair premium to $35,000; initial option grant reduced to 60,000 shares; annual grant reduced to 30,000 shares; options accelerate on change in control .

Related‑Party Transactions (Selected)

• Marlinspike (Dr. Shah is President): SPRY incurred $240,000 in 2024 and $60,000 in Q1’25 under a consulting agreement; terminable on 14 days’ notice; CBO Justin Chakma is a consultant to Marlinspike .
• Ownership disclosures: Dr. Shah’s living trust holds 4,824,554 shares; options exercisable within 60 days total 394,570 shares; aggregate beneficial ownership 5.3% .
• Large shareholders with board ties: RA Capital entities 11.1% (GP controlled by Dr. Shah and Dr. Kolchinsky; deemed beneficial ownership disclaimed) .

Notes on Say‑on‑Pay and Compensation Framework

• As an Emerging Growth Company, SPRY is exempt from say‑on‑pay and CEO pay ratio disclosures, limiting shareholder feedback channels on compensation .
• Compensation consultant (Radford/Aon) retained; target pay generally references 50th percentile of peer group for executives and directors .

RED FLAGS: Non‑independent Board Chair; ongoing related‑party consulting payments to Chair’s firm; significant interlock with a >5% shareholder (RA Capital). These factors can be perceived as weakening independent oversight and may affect investor confidence if not mitigated .