Sarina Tanimoto
About Sarina Tanimoto
Co-founder of ARS Pharmaceuticals (SPRY) and Chief Medical Officer since 2018 (functionally since 2015). Previously CMO at Pacific‑Link Regulatory Consulting and Research; clinical and business development roles at AnGes; clinical scientist at Roche involved in global clinical development. Education: M.D. University of Toyama; internal medicine training at Japan’s National Center for Global Health and Medicine; M.B.A. McGill University. Age 55 as of the 2024 proxy . Compensation outcomes are tied to corporate R&D/clinical/regulatory milestones; 2023 bonus paid at 70% achievement and 2024 at 130% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pacific‑Link Regulatory Consulting and Research, Inc. | Chief Medical Officer | Not disclosed | Supported multiple programs from Phase 1–3 across various therapeutic areas, including intranasal products . |
| AnGes Inc. | Clinical and business development roles | Not disclosed | Contributed to medicinal product development . |
| Roche | Clinical Scientist | Not disclosed | Involved in global clinical development . |
External Roles
| Organization/Entity | Role | Years | Notes |
|---|---|---|---|
| Pacific‑Link Consulting Inc. (PLC) | Founder and owner; permitted outside activity | Amended 9/1/2021 | Allowed to serve in executive/director capacity so long as no conflict and full‑time performance maintained; Board consent required for other activities . |
| Sarina Tanimoto Charitable Remainder Unitrust (dated 1/7/2020) | Trustee | Ongoing | Holds SPRY shares; sole voting/dispositive power over trust shares . |
| Lowenthal‑Tanimoto Family Trust | Co‑trustee | Ongoing | May be deemed to share voting/dispositive power over trust shares . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 473,300 | 501,698 |
| Target Annual Bonus (% of salary) | 40% | 40% |
Performance Compensation
Annual Bonus Outcomes
| Year | Metric | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|
| 2023 | Corporate goals (R&D, clinical, regulatory milestones) | 100% | 70% | 132,524 | Committee assessed achievement of corporate goals in totality . |
| 2024 | Corporate goals (R&D, clinical, regulatory milestones) | 100% | 130% | 260,880 | Board/Committee determination in Dec 2024 . |
Equity Grants (Grant-Date Fair Value)
| Year | Option Awards ($) |
|---|---|
| 2023 | 2,320,500 |
| 2024 | 1,309,800 |
Equity award design: stock options generally vest over 4 years (1/4 at first anniversary, remainder monthly), with acceleration under certain termination/change‑in‑control scenarios; 2021 grant is early‑exercisable with right of repurchase on unvested shares .
Equity Ownership & Alignment
Beneficial Ownership Breakdown (as of March 31, 2025)
| Component | Shares (#) | Notes |
|---|---|---|
| Directly held | 3,276,854 | — |
| Tanimoto Charitable Remainder Unitrust | 1,297,447 | Dr. Tanimoto is sole trustee . |
| Options exercisable within 60 days | 334,799 | Includes 12,066 unvested but exercisable and subject to company repurchase right . |
| Total beneficial | 4,909,100 | 5.0% of 98,129,804 shares outstanding . |
Beneficial Ownership Over Time
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 5,256,433 | 4,909,100 |
| % of Shares Outstanding | 5.4% | 5.0% |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 12/14/2021 | 20,684 | — | 1.44 | 12/13/2031 | Early‑exercisable; 1/4 on 12/1/2022, then monthly; unvested shares subject to repurchase; CIC and certain terminations accelerate . |
| 1/3/2023 | 155,832 | 182,292 | 8.42 | 1/2/2033 | 1/4 on 1/1/2024, then monthly; certain terminations accelerate . |
| 1/2/2024 | — | 300,000 | 5.58 | 1/1/2034 | 1/4 on 1/1/2025, then monthly; certain terminations accelerate . |
Pledging: No pledging of company stock is disclosed in the reviewed proxy sections; beneficial ownership reported with trust and option details .
Employment Terms
| Topic | Terms |
|---|---|
| Employment Agreement | Initially part‑time (Sep 2018); amended Sep 1, 2021 to full‑time CMO reporting to CEO; base salary set at $409,000 at amendment . |
| 2024 Base Salary | $501,698 effective Jan 1, 2024 (approved Nov 2023) . |
| Severance (without cause / good reason) | Employment agreement: 12 months base salary, up to 12 months COBRA, and accelerated vesting equal to next 12 months’ vesting . |
| Change‑in‑Control Severance Plan (CIC period: 3 months pre to 12 months post close) | For executive officers other than CEO (includes Tanimoto): lump sum 18 months base salary, 150% of annual target bonus, prorated target bonus for year of termination, up to 18 months of continued health benefits, and accelerated vesting of all outstanding equity . |
| Severance (outside CIC period) | Plan grants 9 months base + benefits to other executives; Dr. Tanimoto receives 12 months base salary and up to 12 months benefits per her employment agreement . |
| Clawback Policy | Incentive compensation recoupment adopted Oct 2023; applies to cash/equity incentives received on or after Oct 2, 2023 in case of accounting restatement . |
| Perquisites | Company states it generally does not provide perquisites/personal benefits to NEOs . |
| 401(k) | Match 100% up to 5% of eligible compensation since June 2022; matching amounts included in “All Other Compensation” . |
Compensation Summary (NEO table extracts)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 473,300 | 501,698 |
| Non‑Equity Incentive Plan Compensation ($) | 132,524 | 260,880 |
| Option Awards ($) (grant‑date fair value) | 2,320,500 | 1,309,800 |
| All Other Compensation ($) | 1,865,169 (incl. ~$1,845,891 to PLC; ~$15,078 401k) | 2,174,395 (incl. ~$2,154,450 to PLC; ~$15,745 401k) |
| Total ($) | 4,791,493 | 4,246,773 |
Related‑party consulting: “All Other Compensation” includes payments to Pacific‑Link Consulting LLC under the 2022 PLC Consulting Agreement; Dr. Tanimoto is an owner and did not perform services provided under the agreement .
Investment Implications
- Alignment: Significant skin‑in‑the‑game at 5.0% ownership as of Mar 31, 2025, including direct holdings, trust holdings, and options exercisable within 60 days . Four‑year option vesting with acceleration only under defined events supports retention and long‑term orientation .
- Incentive design: Cash bonuses tied to R&D/clinical/regulatory milestones, with above‑target payout in 2024 (130%) and below‑target in 2023 (70%), indicating variable pay responsive to execution outcomes .
- Retention and CIC economics: Outside CIC, 12 months salary and benefits plus partial equity acceleration via employment agreement; under CIC, 18 months salary, 1.5x target bonus, prorated bonus, full equity acceleration—robust protections that reduce departure risk but increase potential transaction costs for shareholders .
- Governance risk: Large related‑party payments to PLC in “All Other Compensation” across 2023–2024 are a red flag; continued monitoring of related‑party arrangements and any further disclosures under “Certain Related‑Person Transactions” is warranted .
- Trading signals: Early‑exercisable options (subject to repurchase on unvested shares) and substantial exercisable options within 60 days may create periodic liquidity windows; monitor Form 4 filings for any disposition activity and vesting cliffs on 2023/2024 grants to assess near‑term selling pressure .