Kristina Burow
About Kristina Burow
Kristina Burow is an independent Class II director of Scholar Rock (SRRK), serving on the board since August 2014; her current term expires at the 2026 annual meeting. She is 51 years old as of March 31, 2025 and is a Managing Director at ARCH Venture Partners focused on creating and scaling biotech and health tech companies. She holds an MBA from the University of Chicago, an M.A. in Chemistry from Columbia University, and a B.S. in Chemistry from UC Berkeley. The Board has determined she is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCH Venture Partners | Managing Director | 2002–present (progressed from Associate) | Led/participated in investments in Erasca, Dewpoint, Mindstrong, Aledade, Kura Oncology, Kythera (sold to Allergan), Ikaria (sold to Mallinckrodt) |
| Novartis BioVenture Fund | Associate | Prior to 2002 | Venture investing |
| Genomics Institute of the Novartis Research Foundation (GNF) | Early employee; Director, Chemistry Operations; Business Development | Prior to NBVF | Helped spin out companies from GNF |
| Receptos | Co‑founder and Director (prior) | Prior to sale to Celgene | Company sale to Celgene |
| Prior public company directorships | Director: Metacrine, Vir Biotechnology, Unity Biotechnology, Gossamer Bio, Sienna Biopharmaceuticals | Various prior terms | Board service across multiple biotechs |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Neumora Therapeutics | Director | Public | Current external public company board |
| Beam Therapeutics | Director | Public | Current external public company board |
| Boundless Bio | Director | Public | Current external public company board |
| Various private companies | Director | Private | Multiple private company boards |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee: Chair; members include Burow, Michael Gilman, and David Hallal. The committee met 4 times in FY2024. Responsibilities include CEO/NEO pay, equity plans, director compensation, and succession planning.
- Audit Committee: Not a member (members: Joshua Reed, Richard Brudnick, Katie Peng; Reed is chair).
- Nominating & Corporate Governance Committee: Not a member (members: Jeffrey Flier, David Hallal (chair), Akshay Vaishnaw).
- Science, Innovation & Technology Committee: Not a member (members: Srinivas Akkaraju, Jeffrey Flier (chair), Michael Gilman, Akshay Vaishnaw).
- Independence status: The Board determined all directors except the CEO are independent; in doing so it considered relationships, stock ownership, and associations with >5% holders.
- Attendance and engagement: The full Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings during their service period. All then‑directors attended the 2024 annual meeting.
- Board leadership and risk oversight: Chairman role is separate from CEO; audit committee oversees enterprise risk including cybersecurity.
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 57,824 | Cash retainer under Non‑Employee Director Compensation Policy |
Director fee schedule (as of 12/31/2024): Board member retainer $45,000; Non‑Executive Chair +$115,000; Audit member $10,000 (+$10,000 chair); Compensation member $7,500 and chair +$7,500 (increased from $6,000 on Apr 9, 2024); Nominating member $5,000 (+$5,000 chair); Science & Tech member $7,500 (+$7,500 chair). Fees are paid quarterly and prorated for partial service.
Performance Compensation (Director Equity)
| Year | Option Awards ($ FV) | Stock Awards ($ FV) | Outstanding Options (12/31/24) | Outstanding RSUs (12/31/24) | Equity Program/Terms |
|---|---|---|---|---|---|
| 2024 | 112,257 | 112,860 | 133,274 | 13,500 | Annual equity grant (from 4/9/2024 policy): 18,000 options + 13,500 RSUs; annual grant vests fully by next annual meeting or 1 year; initial grants (for new directors) 36,000 options + 27,000 RSUs, vest monthly over 3 years; annual grant value cap $400k; initial grant cap $800k. |
Performance metrics: None disclosed for director equity; awards vest based on time, not performance.
Vesting detail reference (policy terms and director equity practice are as above).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Neumora Therapeutics; Beam Therapeutics; Boundless Bio. |
| Fund affiliation | Managing Director at ARCH Venture Partners; beneficial ownership table attributes SRRK shares held by ARCH Venture Fund VIII, L.P. to Ms. Burow with a disclaimer that she does not have voting/investment control over ARCH VIII shares (beneficial only to extent of pecuniary interest). |
| Independence & related party safeguards | Board affirmed independence (considered associations with >5% holders); audit committee reviews/approves related‑person transactions. No related‑party transactions since Jan 1, 2023 other than general compensation and the registered offerings disclosed (ARCH not listed among purchasers). |
Expertise & Qualifications
- Capital formation and company building: Two decades at ARCH; led/participated in multiple high‑profile biotech investments, several reaching billion‑dollar public valuations.
- Operating exposure: Directed Chemistry Operations and business development at GNF; early company creation via spin‑outs.
- Education: MBA (University of Chicago), M.A. Chemistry (Columbia), B.S. Chemistry (UC Berkeley).
- Board experience: Current director at Neumora, Beam, Boundless; prior director/co‑founder at Receptos; former director at Metacrine, Vir Biotechnology, Unity Biotechnology, Gossamer Bio, Sienna Biopharmaceuticals.
Equity Ownership
| Measure (as of 3/26/2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 2,497,824 |
| Ownership (% of outstanding) | 2.6% |
| Breakdown (components) | 2,345,711 shares held by ARCH Venture Fund VIII, L.P.; 5,339 shares directly held by Ms. Burow; 133,274 options exercisable within 60 days; 13,500 RSUs expected to vest within 60 days. Ms. Burow disclaims beneficial ownership of ARCH VIII shares except to extent of pecuniary interest; she does not have voting/investment control over ARCH VIII shares. |
| Pledging/hedging | Company policy prohibits hedging, short sales, buying/selling puts/calls, and pledging company stock without audit committee approval. |
Insider Trades (Form 4 references)
| Filing Date | Description (as disclosed) | Source |
|---|---|---|
| 06/23/2023 | Form 4 filed (director transaction; details in filing) | |
| 12/26/2023 | Form 4 filed — distribution of common stock held by a limited partnership to its partners for no consideration | |
| 07/01/2024 | Form 4 filed (director transaction; details in filing) | |
| 05/30/2025 | Form 4 filed (checkbox indicates transaction made pursuant to a Rule 10b5‑1 plan); see SEC XML for details |
Note: Exact share amounts/prices for the 2023 (June), 2024 (July), and 2025 (May) filings should be taken from the linked Form 4s.
Compensation Committee Analysis (relevant to chair role)
- Consultant and independence: The Compensation Committee retained Pay Governance as its independent advisor; the committee assessed and found no conflicts of interest.
- Peer group and benchmarking: Committee adopted a 2024 peer group of late‑stage/early‑commercial U.S. biopharmas (e.g., Agios, Apellis, Denali, Sarepta, Ultragenyx, BridgeBio, Vaxcyte, etc.) for competitive pay and design; CEO/NEO base salary, bonus targets, and equity calibrated against this group.
- Pay structure: Executive pay uses base salary, annual bonus (corporate goals; CEO 100% corporate, others 85% corporate/15% individual), and long‑term equity (options + RSUs; performance‑based equity may be considered in future).
Governance Assessment
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Strengths
- Clear independence; Board expressly considered affiliations with significant holders when determining independence.
- Chair of Compensation Committee with deep venture and operating experience; uses an independent consultant and a robust peer group framework.
- Solid engagement: Board met 8 times; all directors at least 75% attendance; all attended 2024 annual meeting.
- Alignment: Holds 2.6% beneficial ownership including options/RSUs; director equity policy emphasizes ongoing ownership via annual RSU/option mix.
- Risk controls: Strict prohibitions on hedging/pledging; related‑party transactions overseen by audit committee; no related‑party transactions disclosed since 1/1/2023.
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Potential risks/considerations
- Fund affiliation: Significant shares attributed to ARCH Venture Fund VIII are included in her beneficial ownership with a disclaimer (no voting/investment control); independence affirmed, but investors may monitor for perceived conflicts given venture ties.
- Multiple external public boards (Neumora, Beam, Boundless) can increase time demands; however, attendance thresholds were met in 2024.
- Insider activity: Routine Form 4s including a partnership distribution (Dec 2023) and a 10b5‑1‑designated transaction (May 2025) are on file; investors typically track for alignment/trend context.
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RED FLAGS: None disclosed by SRRK regarding related‑party transactions, pledging, hedging, or attendance shortfalls.