Daniel Barber
About Daniel Barber
Daniel Barber, 49, is President, CEO, and Director of Aquestive Therapeutics. He joined Aquestive in 2007, led strategy and development since 2014, oversaw the 2010 launch of the company’s first two FDA‑approved products, became COO in 2019, and was appointed CEO and director in May 2022; he previously worked at Quest Diagnostics and holds a B.A. (SUNY Geneseo) and MBA (Seton Hall) . Under his tenure, pay-versus-performance disclosures show improving TSR alongside negative net income typical of a late-stage development cycle .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 initial investment (TSR) | 23.19 | 51.93 | 91.52 |
| Net Income ($ thousands) | (54,410) | (7,870) | (44,137) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aquestive Therapeutics | President & CEO; Director | 2022–present | CEO/director appointment May 2022 |
| Aquestive Therapeutics | SVP – Chief Operating Officer | 2019–2022 | Operations leadership |
| Aquestive Therapeutics | Strategy & Development lead | 2014–present | Led strategy/pipeline development |
| Aquestive Therapeutics | Launch oversight | 2010 | Oversaw launch of first two FDA‑approved products |
| Quest Diagnostics | Corporate planning/international roles | Pre‑2007 | Planning and international roles prior to joining AQST |
External Roles
- No additional public company directorships disclosed in Barber’s biography in the proxy .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 600,000 | 633,376 |
| Target Bonus (% of salary) | 60% | 60% |
| Annual Bonus Paid ($) | 355,547 (paid for 2023 performance) | 435,600 (paid for 2024 performance) |
| All Other Compensation ($) | 27,906 (401k, insurance) | 28,492 (401k, insurance) |
Performance Compensation
Annual Equity Program (design and vesting)
| Grant Type | Grant Date | Quantity/Terms | Vesting | Notes |
|---|---|---|---|---|
| Service‑based RSUs | Mar 9, 2023 | 335,250 RSUs (outstanding as of 12/31/24) | 25%/25%/50% on 1st/2nd/3rd anniversaries | 2023 RSUs (time‑based) |
| PSU Retention Awards (Tranche 1) | May 5, 2023 | 223,500 target PSUs | Vest on 3rd anniversary based on stock price hurdles | Price hurdles: $1.75 (50%), $2.50 (100%), $3.25 (150%) |
| PSU Retention Awards (Tranche 2) | Aug 9, 2023 | 223,500 target PSUs | Same performance period end as Tranche 1 (May 5, 2026) | Same price hurdles as above |
| Service‑based RSUs | Mar 7, 2024 | 242,600 RSUs (FV $1,377,968) | 25%/25%/50% on 1st/2nd/3rd anniversaries | 2024 LTI mix for CEO: 40% RSU / 60% options |
| Stock Options | Mar 7, 2024 | 363,900 options @ $5.68 strike (unexercisable at 12/31/24) | 25%/25%/50% on 1st/2nd/3rd anniversaries | Part of 60% option allocation in 2024 |
2024 equity mix emphasized performance leverage: 60% options and 40% RSUs for CEO; options and RSUs vest 25%/25%/50%, aligning longer-dated vesting with retention .
PSU Performance Curve (applicable to 2023 awards)
| Performance Price (30‑day avg) | Vesting % |
|---|---|
| $1.75 | 50% |
| $2.50 | 100% |
| $3.25 | 150% (max) |
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % Outstanding | Right to acquire within 60 days (options/awards) | Pledging/Hedging |
|---|---|---|---|---|
| Mar 22, 2024 | 1,974,111 | 2.17% | 590,004 | Company policy prohibits hedging and pledging by directors/officers |
| Mar 21, 2025 | 2,665,495 | 2.68% | 818,479 | Company policy prohibits hedging and pledging by directors/officers |
- Outstanding CEO options span strike prices from $0.88–$15.00 with expirations 2028–2034, demonstrating legacy grants now largely time‑vested and newer grants on a 25/25/50 schedule (see detailed table in proxy) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective July 2022; at-will |
| Target Bonus | Not less than 60% of base salary |
| Severance (no CIC) | 12 months of monthly payments equal to 1/12 of (base + target bonus), pro‑rata target bonus, continued benefits during severance period, immediate vesting of unvested equity (options/SARs exercisable for 1 year) |
| Severance (with CIC, double trigger) | Lump sum 1.0× (base + target bonus), 12 months benefits, immediate vesting of unvested equity (options/SARs exercisable for 1 year) |
| Non‑compete/Non‑solicit | Applies during employment and for the Severance Period (12 months) |
| 280G Cutback | Greater‑of cutback vs full payment (exec responsible for any excise tax) – no gross‑up for CEO |
| Clawback | Awards subject to company clawback policy and applicable laws |
| Insider/Pledging Policy | Pre‑clearance for trades; hedging/short sales prohibited; pledging/margin holding prohibited |
Board Governance
- Role and class: Class I Director; re‑nominated and elected at 2025 annual meeting (Votes For: 36,060,882; Abstain: 3,546,668; broker non‑votes apply) .
- Independence and leadership: Board has an independent Chair (Gregory B. Brown, M.D.); CEO is not independent; separation of Chair/CEO roles emphasized to enhance oversight .
- Committees: CEO Barber is not listed as a member of Board committees; committee rosters include independent directors across Audit, Compensation, Nominating & Governance, and Science & Technology .
- Attendance: Board held 7 meetings in 2024; all directors then serving attended ≥75% of Board/committee meetings .
- Say‑on‑Pay (2025): Approved (For: 32,454,278; Against: 6,694,084; Abstain: 459,188) .
Performance & Track Record (selected)
- Pipeline/regulatory: FDA accepted NDA for Anaphylm (epinephrine) Sublingual Film with PDUFA target action date January 31, 2026; if approved, would be first orally delivered epinephrine in U.S. .
- Leadership build‑out ahead of potential launch: Added CDO; appointed interim CMO; elevated Chief People Officer to support 2026 execution, per Nov 4, 2025 announcement .
- Shareholder support: CEO re‑elected; Say‑on‑Pay approved in 2025 .
- Pay versus performance narrative: TSR improved across 2022–2024 while net losses persisted, illustrating late‑stage development profile and market anticipation dynamics .
Related Party/Alignment Notes
- 2022 capital raise participation: Barber purchased 91,743 shares at $1.09 and received a warrant for the same number of shares at a $0.96 exercise price (June 8, 2022) .
- Registration rights: Barber has certain registration rights under a registration rights agreement .
Compensation Structure Analysis
- Shift toward equity with performance leverage: 2024 CEO LTI weighted 60% options, 40% RSUs; 2023 introduced PSUs with stock‑price hurdles (50/100/150% vesting at $1.75/$2.50/$3.25), addressing retention amid underwater legacy options and tying upside to sustained price performance .
- At‑risk pay: Annual bonus coupled with multi‑year RSU/option/PSU design aligns pay with execution milestones and shareholder returns .
- Governance features: No option/SAR repricing without shareholder approval; clawback policy applies; no CEO excise tax gross‑up (greater‑of cutback applies) .
Vesting Schedules and Potential Selling Pressure
- Time‑based RSUs and options from 2023/2024 vest 25%/25%/50% on anniversary dates (e.g., March 2024 and March 2025 grant cycles), which can create periodic taxable events; PSUs cliff‑vest based on price performance at May 5, 2026, potentially concentrating settlement around that date if targets are met .
Investment Implications
- Alignment: CEO ownership increased from ~2.17% (Mar 2024) to ~2.68% (Mar 2025), with prohibitions on hedging/pledging and a performance‑oriented LTI mix (options/PSUs) aligning with shareholder outcomes .
- Retention/transition risk: Employment terms provide moderate severance (1× base+target) with double‑trigger CIC vesting—market‑standard, reducing abrupt turnover risk without outsized change‑in‑control costs .
- Catalysts/trading: The January 31, 2026 PDUFA date for Anaphylm is a principal catalyst; PSUs maturing May 2026 could amplify incentive alignment and, if vested, create settlement‑related flow around that window .
- Governance quality: Independent chair, strong committee independence, and positive 2025 Say‑on‑Pay vote support governance stability as the company moves toward potential first product approval .
