Peter Kolchinsky
Wave Life SciencesAbout Peter Kolchinsky
Peter Kolchinsky, Ph.D., age 48, has served as an independent director of Wave Life Sciences Ltd. since January 2015; he is a founder and Managing Partner of RA Capital, an evidence-based healthcare investment firm active since 2001 . He holds a Ph.D. in virology from Harvard University and a B.A. in Biology from Cornell University; he is also an author and speaker on biotechnology innovation with prior service on the National Academy of Sciences Board of Global Science and Technology (2009–2012) . His tenure and scientific/investor credentials position him as a domain expert for R&D oversight and capital markets engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital | Founder & Managing Partner | 2001–present | Leads firm’s engagement/publishing; institutional investor expertise |
| Wave Life Sciences (WVE) | Director | Jan 2015–present | Member, Research & Development Committee |
| Forma Therapeutics Holdings (public) | Director | Dec 2019–Oct 2022 | Board service through sale (Biogen acquisition announced 2022); investor/operator perspective |
| Dicerna Pharmaceuticals (public) | Director | Jul 2013–Dec 2019 | Oversight during RNAi portfolio expansion and sale (Eli Lilly, 2021; prior tenure ended 2019) |
| Icosavax (public) | Director | Jul 2021–Dec 2023 | Board member through clinical-stage development |
| Research Alliance Corp I (public SPAC) | Director | Apr 2020–Jun 2021 | Sponsor-linked board role |
| Research Alliance Corp II (public SPAC) | Director | Jul 2020–Dec 2022 | Sponsor-linked board role |
| Synthorx (public) | Director | May 2018–Jan 2020 | Board service through sale (Sanofi, Jan 2020) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARS Pharmaceuticals (public) | Director | Aug 2021–present | Public company governance, biopharma commercialization |
| National Academy of Sciences | Board of Global Science & Technology | 2009–2012 | National-level science policy; strategic perspective |
Board Governance
- Independence: Board determined Kolchinsky is an “independent director” under Nasdaq rules; independent Chair structure further enhances oversight .
- Committees: Research & Development Committee member (Corrigan—Chair; Kolchinsky; Verdine); committee met 3 times in FY2024 .
- Attendance: Board met 4 times; committees met 18 times; no director attended fewer than 75% of combined Board and committee meetings in 2024 .
- Executive sessions: Independent directors hold executive sessions in conjunction with regularly scheduled Board meetings .
Fixed Compensation
| Component | 2024 Policy Terms | 2025 Proposed Policy Terms |
|---|---|---|
| Board retainer (non-Chair) | $40,000 cash | $45,000 cash |
| Board Chair retainer | $75,000 cash | $75,000 cash |
| Audit Committee | Chair $20,000; Member $10,000 | Chair $20,000; Member $10,000 |
| Compensation Committee | Chair $15,000; Member $7,500 | Chair $15,000; Member $7,500 |
| Nominating & Corporate Governance | Chair $15,000; Member $7,500 | Chair $15,000; Member $7,500 |
| Research & Development Committee | Chair $15,000; Member $7,500 | Chair $15,000; Member $7,500 |
| Director (2024) | Fees Earned ($) | Share Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Peter Kolchinsky | 47,500 | 86,538 | 100,303 | 234,341 |
Notes:
- Per RA Capital’s governing documents, Kolchinsky is required to remit both cash and equity director compensation to RA Capital; RA Capital is the beneficial owner of such compensation, not Kolchinsky individually .
Performance Compensation
| Equity Grant Type | 2024 Policy | Vesting | 2025 Proposed Policy | Vesting |
|---|---|---|---|---|
| Annual Option Grant | 32,230 shares | 100% vest on earlier of 2025 AGM or 1-year anniversary | 76,200 shares | 100% vest on earlier of 2026 AGM or 1-year anniversary |
| Annual RSU Grant | 16,115 shares | 100% vest on earlier of 2025 AGM or 1-year anniversary | 12,700 shares | 100% vest on earlier of 2026 AGM or 1-year anniversary |
| Initial Option Grant (one-time) | 64,460 shares | 12.5% quarterly over 2 years | 152,400 shares | 12.5% quarterly over 2 years |
| Initial RSU Grant (one-time) | 32,230 shares | 50% vest at next AGM or 1-year anniversary during 2-year period | 25,400 shares | 50% vest at next AGM or 1-year anniversary during 2-year period |
| Refresh Grant (if initial expiring within 12 months post-AGM) | Same sizes as initial | Same vesting as initial | Same sizes as initial | Same vesting as initial |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Overlap |
|---|---|---|---|
| ARS Pharmaceuticals | Public | Director | None disclosed with WVE customers/suppliers |
| RA Capital | Investment firm | Managing Partner | RA Capital is a 15.64% beneficial owner of WVE; Kolchinsky is a controlling person of RA Capital Management GP, LLC; compensation remitted to RA Capital |
- Independence notwithstanding ownership: Board reviewed relationships and determined Kolchinsky (and others) are independent under Nasdaq rules .
Expertise & Qualifications
- Scientific acumen: Ph.D. virologist with deep modality knowledge; frequent writer and speaker on biotech innovation .
- Investor/operator experience: Extensive track record in forming, building, and mentoring life sciences companies; institutional investor perspective .
- R&D oversight: Member of WVE’s R&D Committee; supports evaluation of programs and emerging scientific issues .
Equity Ownership
| Holder (as reported) | Ordinary Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| RA Capital Management, L.P. (incl. Fund, Kolchinsky options/RSUs, pre-funded warrants) | 25,462,510 | 15.64% | Includes 18,202,009 shares held by RA Capital Healthcare Fund; 7,093,656 pre-funded warrants; 150,730 options (Kolchinsky) and 16,115 RSUs vesting within 60 days |
| Peter Kolchinsky (director line item) | 25,462,510 | 15.64% | See footnote referencing RA Capital (disclaims beneficial ownership; managers Kolchinsky/Shah may be deemed beneficial owners under Section 13(d)) |
Additional detail:
- Options held by Kolchinsky (as of 12/31/2024): 150,730 options to purchase ordinary shares .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and officers, mitigating misalignment risk .
- Related party policy: Audit Committee pre-approves any related-person transactions ≥$120,000; only such transactions disclosed in 2024 relate to a Verdine consulting arrangement and services from SNBL; no RA Capital transactions disclosed beyond ownership .
Governance Assessment
- Independence and attendance: Kolchinsky is deemed independent under Nasdaq rules and met Board/committee attendance expectations, supporting board effectiveness and investor confidence .
- Committee alignment: His placement on the R&D Committee leverages scientific/investor expertise; no Audit or Compensation Committee roles, reducing compensation/reporting conflict optics .
- Ownership alignment: Significant skin-in-the-game via RA Capital’s 15.64% stake; personal options/RSUs included in beneficial ownership reporting window; firm-wide hedging/pledging prohibitions strengthen alignment .
- Potential conflicts (signal): RA Capital’s large ownership and Kolchinsky’s status as a controlling person present a structural conflict risk; mitigants include (i) explicit independence determination by the Board, (ii) related-person transaction policy with Audit Committee oversight, and (iii) remittance of director compensation to RA Capital transparently disclosed .
- Director pay mix: Equity awards (options/RSUs) exceed cash fees (2024: $186,841 equity vs $47,500 cash), indicating at-risk pay aligned to shareholder value creation; vesting is time-based (no disclosed performance metrics for directors) .
- Policy evolution: 2025 proposal increases option sizes for non-employee directors to offset Singapore’s 5-year option term constraint versus US 10-year standard—may slightly raise dilution but intended to maintain competitiveness in director recruitment/retention .
- RED FLAGS:
- Significant related ownership: RA Capital’s 15.64% stake and Kolchinsky’s controlling-person status could influence governance—monitor votes on equity plan amendments and director compensation proposals for any governance tension .
- Related-party services: While none disclosed for RA Capital, SNBL-related services and Verdine consulting exist—ongoing Audit Committee oversight is critical to preserve independence optics .