Richard Lowenthal
About Richard Lowenthal
Richard Lowenthal, M.S., MSEL, 59, is co‑founder of ARS Pharmaceuticals (SPRY), President since 2015, CEO since 2018, and a Class II director; he previously served as Chairman from 2015–2018 . He holds an M.Sc. in organic chemistry from Florida State University and a Master’s in Business Science for Executive Leadership from the University of San Diego . The company assessed 2024 corporate goals achievement at 130%, driving his annual bonus outcome, but the proxy does not disclose TSR or revenue/EBITDA growth figures at the executive level . The Board determined he is not an independent director; the Board is chaired separately by Pratik Shah, and the Board met four times in 2024 with all directors meeting at least 75% attendance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ARS Pharmaceuticals | Co‑founder; President (2015–present); CEO (2018–present); Chairman (2015–2018) | 2015–present | Led company formation and executive leadership; governance experience as prior Chairman |
| Pacific‑Link Regulatory Consulting & Research | President | Not disclosed | Led clinical/regulatory/QA consulting; supported development of Valtoco (diazepam nasal spray) |
| MTG Biotherapeutics | CEO & President | Not disclosed | Biotherapeutics executive leadership |
| Cadence Pharmaceuticals | VP, Regulatory Affairs & QA | Not disclosed | Regulatory and quality leadership |
| Maxim Pharmaceuticals | Head of Worldwide Regulatory Affairs, QA & Drug Safety | Not disclosed | Global regulatory/drug safety oversight |
| AnGes, MG | VP, Regulatory Affairs & QA | Not disclosed | Regulatory and quality leadership |
| Janssen Research Foundation | Global Project Leader; Global Director of Regulatory Affairs | Not disclosed | Global project and regulatory leadership |
| Somerset Pharmaceuticals | Director, Regulatory Affairs & QA | Not disclosed | Regulatory and quality leadership |
| U.S. FDA | New Drug Review Chemist | Not disclosed | Review experience (Neuropharmacologic; Oncology & Pulmonary products divisions) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Association of Pharmaceutical Scientists (San Diego region) | Past Chair | Not disclosed | Industry leadership and professional network |
| USP Biotechnology Expert Committee | Member; Virology Working Group | Not disclosed | Standards and scientific governance input |
| National Organization of Rare Diseases Corporate Council | Member | Not disclosed | Advocacy and rare disease ecosystem engagement |
| PhRMA & ICH Working Groups | Collaborator | Not disclosed | Policy/technical working group contributions |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $620,000 | $651,000 (increase effective Jan 1, 2024) |
| Target Bonus % | Not disclosed | 60% of base salary |
| Actual Annual Bonus ($) | $260,400 | $507,780 (based on 130% achievement) |
Performance Compensation
Annual Bonus Plan Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate R&D, clinical, regulatory objectives | Not disclosed | 100% attainment baseline | 130% of goals achieved for 2024 | $507,780 cash (CEO) | Determined Dec 2024; paid per plan |
| Corporate objectives (2023) | Not disclosed | Not disclosed | Not disclosed | $260,400 cash (CEO) | Per plan |
Equity Awards (Stock Options)
| Grant Date | Type | Shares | Exercise Price ($) | Vesting Schedule | First Vest Date | Expiration |
|---|---|---|---|---|---|---|
| 12/17/2019 | Option | 117,333 (exercisable) | 0.84 | Fully vested | N/A | 12/16/2029 |
| 12/14/2021 | Option (early exercisable) | 166,936 (exercisable) | 1.44 | 25% at 12/1/2022; remaining in 36 equal monthly installments; early exercisable with Company repurchase right on unvested shares | 12/1/2022 | 12/13/2031 |
| 1/03/2023 | Option | 515,207 (exercisable) + 572,917 (unexercisable) | 8.42 | 25% at 1/1/2024; remaining in 36 equal monthly installments; termination acceleration per employment agreement | 1/1/2024 | 1/02/2033 |
| 1/02/2024 | Option | 880,000 (unexercisable) | 5.58 | 25% at 1/1/2025; remaining in 36 equal monthly installments | 1/1/2025 | 1/01/2034 |
- Monthly vest rates after first anniversary are pro‑rata over 36 months (e.g., 2024 grant: 660,000 shares vest over 36 months ≈ 18,333 shares/month) .
Equity Ownership & Alignment
| Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 8,100,198 | 8.1% of 98,129,804 shares outstanding as of 3/31/2025 |
| Ownership % of outstanding | 8.1% | As calculated by company |
| Direct shares | 4,126,822 | Held directly |
| Richard E. Lowenthal Charitable Remainder Unitrust | 1,246,494 | He is trustee with sole voting/disposition power |
| Lowenthal‑Tanimoto Family Trust | 1,455,524 | Co‑trustees with spouse; shared voting/disposition |
| Options exercisable within 60 days | 1,271,358 | Includes 34,473 unvested but exercisable shares subject to repurchase right |
| Options unexercisable (outstanding) | 1,452,917 | From 1/03/2023 and 1/02/2024 grants |
| Hedging/Pledging status | Prohibited | Company policy bans hedging, short sales, options, and pledging/margining by directors/officers/employees |
| Ownership guidelines | Not disclosed | Executive stock ownership guidelines not specified in proxy |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment agreement (Sept 2018; carried forward post‑merger) | Current base salary $651,000 as of 1/1/2024; eligible for benefits |
| Severance (no change‑in‑control) | If terminated without cause or resigns for good reason: 12 months base salary continuation; up to 12 months COBRA; equity acceleration equal to 12 months’ vesting (subject to release) |
| Change‑in‑control (double trigger; during 3 months pre‑ to 12 months post‑CoC close) | Lump sum: 24 months base salary + 200% of target bonus + prorated target bonus; up to 18 months continued health benefits + lump sum equal to premiums for an additional 6 months (policy does not specify full equity acceleration for CEO; non‑CEO executives receive full acceleration) |
| Clawback policy | Incentive compensation recoupment adopted Oct 2023 per SEC/Nasdaq rules; applies to incentive comp received on/after Oct 2, 2023 in event of accounting restatement |
Board Governance
- Role and independence: Director since inception; not independent under Nasdaq standards; Board leadership split with Chair Pratik Shah; separate committee chairs; CEO is not listed as a member of Audit, Compensation, Nominating, or Commercial Committees .
- Board meetings: Four meetings in 2024; no director attended fewer than 75% of Board and committee meetings .
- Director compensation: Non‑employee director policy provides cash retainers and annual option grants (amended April 2025); policy applies to non‑employee directors; CEO compensation is reported under executive compensation, not director fees .
Compensation Peer Group and Governance Practices
- Peer benchmarking: Radford/Aon engaged; compensation targeted around the 50th percentile of peer group for salary, bonus, and equity, with deviations based on experience/performance/market factors .
- Emerging Growth Company: Exempt from say‑on‑pay vote and CEO pay ratio disclosures under EGC provisions .
Related‑Party Transactions and Interlocks
- Pacific‑Link Consulting LLC (PLC): Owned by Mr. Lowenthal and Dr. Tanimoto; Company incurred ~$2.2 million in fees in 2024, ~$1.8 million in 2023; daughter employed at PLC; agreement auto‑renews; 60‑day termination notice .
- Marlinspike Group, LLC: Chaired by Pratik Shah; monthly $20,000 consulting fee; $240,000 paid in each of 2023 and 2024; $60,000 for Q1 2025; 14‑day termination notice .
- OrbiMed/Aegis agreement assignment: In Nov 2024, Aegis assigned neffy royalty/milestone rights to OrbiMed; remaining milestone obligations $11.0 million as of 12/31/2024; mid‑single‑digit royalties to OrbiMed; Board member Peter Thompson is at OrbiMed; $0.2 million in 2024 and $0.5 million in Q1 2025 incurred under the agreement .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited, which mitigates alignment concerns from collateral pledging .
- Section 16 reporting: CEO and CMO made stock gifts in May 2023; Form 4s were filed Jan 4, 2024 (late filing) .
- Related‑party spend: Material consulting fees to PLC and Marlinspike present governance scrutiny risk; oversight policy exists for related‑person transactions .
Investment Implications
- Pay‑for‑performance alignment: Annual bonus tied to clinical/regulatory milestones with 130% attainment in 2024 indicates meaningful linkage; however, equity awards are exclusively options with long, front‑loaded cliff and monthly vesting, creating ongoing vest‑related potential supply but with pledging/hedging bans to reduce misalignment .
- Retention and CoC protections: Robust double‑trigger CoC cash protections for CEO (24 months salary + 200% target bonus) plus outside‑CoC 12‑month salary/benefits and 12‑month equity vest acceleration may reduce turnover risk but raise transaction‑related cost considerations; note equity acceleration under CoC explicitly extends to non‑CEO executives, with CEO equity acceleration governed by his employment agreement .
- Ownership and control: Significant insider ownership (CEO 8.1%) via direct holdings and trusts plus options contributes to alignment; prohibition on pledging/hedging is positive; related‑party consulting spend is a monitoring item for governance and margin impact .
- Trading signals: Large unvested option overhang from 2023–2024 grants (1.45 million unexercisable) with monthly vesting cadence may create periodic liquidity events; Section 16 late filings for gifts suggest the need for heightened monitoring of insider activity timing, though no hedging/pledging is permitted .