Rajeev Dadoo
About Rajeev Dadoo
Rajeev Dadoo, Ph.D., 54, has served as an independent director of ARS Pharmaceuticals (SPRY) since August 2021. He is Managing Partner at SR One Capital Management, L.P. (since September 2020), and previously was a Partner at S.R. One, Limited (joined in 2004). His prior roles include GlaxoSmithKline’s Competitive Excellence group, technology and clinical development at Genentech, product development at Bio-Rad Laboratories, and business development at Genome Therapeutics; he holds a BA in Chemistry and Mathematics (Knox College), a Ph.D. in Chemistry (Stanford), and an MBA (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S.R. One, Limited (GSK VC arm) | Partner | Joined 2004; end date not disclosed | Life sciences venture investing |
| GlaxoSmithKline | Competitive Excellence group (strategic projects) | Not disclosed | Company-wide projects for GSK executive team |
| Genentech | Technology and clinical development | Not disclosed | R&D and development functions |
| Bio-Rad Laboratories (NYSE: BIO) | Product development | Not disclosed | Specialized tech products for life sciences/diagnostics |
| Genome Therapeutics | Business development | Not disclosed | BD in biotech |
External Roles
| Organization | Role | Public/Private | Start date |
|---|---|---|---|
| SR One Capital Management | Managing Partner | Private VC | Sep 2020 |
| ARS Pharmaceuticals (SPRY) | Director | Public (Nasdaq: SPRY) | Aug 2021 |
| Nimbus Therapeutics | Board Member | Private | Not disclosed |
| Dren Bio | Board Director | Private | Not disclosed |
| Fore Biotherapeutics | Board of Directors | Private | Not disclosed |
| Tranquis Therapeutics | Board Member | Private | Jul 2020 |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 5 times in 2024 (Chair: Phillip Schneider, designated financial expert) .
- Independence: The Board affirmatively determined Dr. Dadoo is independent under Nasdaq rules (non-independent directors are Lowenthal, Saunders, Shah, Shawver) .
- Attendance/engagement: Board held 4 meetings in 2024; no director attended fewer than 75% of Board and committee meetings on which they served .
- Leadership structure: Chair of the Board is Pratik Shah; separation of Chair and CEO roles maintained; committee chairs report annually on activities .
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Chair: Schneider) | 5 |
| Compensation | No | — | 2 |
| Nominating & Corporate Governance | No | — | 1 |
| Commercial Committee | No | — | 1 (committee established June 2024) |
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | 2024 policy retainer |
| Audit Committee member fee | 10,000 | Member (non-chair) fee per 2024 policy |
| Total cash fees (reported) | 50,000 | Fees Earned or Paid in Cash (Dadoo) |
Additional 2024/2025 policy terms:
- Committee chair/member fees: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $15,000; Nominating member $5,000; Commercial Committee Chair $20,000; member $10,000 (committee created June 2024) .
- April 2025 amendments: annual cash retainer increased to $50,000 (from $40,000); Board Chair cash retainer to $35,000 (from $30,000) .
Performance Compensation
| Metric | Value / Terms |
|---|---|
| Option awards (FY 2024 grant-date fair value) | $232,932 (reported total for Dadoo) |
| Aggregate options outstanding (12/31/2024) | 80,000 (Dadoo) |
| Initial director option grant (policy through 2024) | 80,000 shares; 1/3 vest at 1-year, remainder monthly over next 24 months; 10-year term; FMV exercise price; change-in-control accelerates vesting |
| Annual director option grant (policy through 2024) | 40,000 shares; vest on earlier of 1-year or next annual meeting; 10-year term; FMV exercise price; change-in-control accelerates |
| April 2025 changes to equity grants | Initial reduced to 60,000; annual reduced to 30,000; other terms unchanged |
Options are service-based (no disclosed TSR/EBITDA metrics). All options are granted at or above fair market value at grant date, with 10-year terms and change-in-control acceleration .
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| ARS Pharmaceuticals (SPRY) | Director | Independent; Audit Committee member |
| Nimbus Therapeutics | Board Member | SR One portfolio board presence; private biopharma; potential information-flow considerations typical of VC-backed boards |
| Dren Bio | Board Director | Private biopharma; VC-linked governance dynamics |
| Fore Biotherapeutics | Board of Directors | Private oncology company; SR One-associated board alongside other VCs |
| Tranquis Therapeutics | Board Member | SR One portfolio; private neurology/immunology therapeutics |
- Significant investor representation at SPRY: RA Capital holds 11.1% and Dr. Peter Kolchinsky (RA Capital) is a director, indicating strong investor presence; not in itself a conflict, but relevant for governance balance .
Expertise & Qualifications
- Venture investing and portfolio governance expertise from SR One; prior operating experience in product development and clinical development (Bio-Rad, Genentech), and strategic excellence at GSK .
- Advanced technical and business education (Ph.D. chemistry; MBA finance), aligned with audit oversight and R&D-heavy biopharma context .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 40,000 (less than 1%) |
| Detail (60-day exercisable) | 40,000 shares via options exercisable within 60 days of 3/31/2025 |
| Aggregate options outstanding (12/31/2024) | 80,000 |
| Shares pledged as collateral | None disclosed |
| Ownership guidelines (director) | Not disclosed |
Governance Assessment
-
Positives
- Independence confirmed; active Audit Committee role with committee’s annual report recommending inclusion of 2024 audited financials, signaling engaged financial oversight .
- Attendance at or above 75% threshold; Board and committee workload met (4 Board meetings; Audit met 5 times in 2024) .
- Compensation skewed toward equity options (service-based) and standard cash retainer/committee fees, aligning director incentives with shareholder value creation (options at FMV; 10-year term) .
-
Watch items and potential red flags
- VC interlocks: As SR One Managing Partner, Dr. Dadoo serves on multiple private company boards; while common in biotech, this increases the need for rigorous conflict screening if SPRY engages with SR One portfolio companies. No related-person transactions involving Dr. Dadoo were disclosed for 2023–2025, but investor interlocks warrant continued monitoring .
- Change-in-control acceleration for director options: Equity awards accelerate on change-in-control, which can create different incentives around strategic transactions; standard in sector but worth noting for alignment scrutiny .
- Investor concentration: RA Capital holds 11.1% and has board representation (Kolchinsky), which can amplify investor influence; balanced by independence determinations and committee structures .
-
Related-party transactions
- None disclosed for Dr. Dadoo; company disclosed consulting arrangements with Marlinspike (Board Chair’s entity), PLC (CEO/CMO’s entity), and Saunders, but not with Dadoo .
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Section 16(a) compliance
- No delinquent filings reported for Dr. Dadoo; late Form 4s noted only for gifts by Lowenthal and Tanimoto in 2023 (filed Jan 4, 2024) .