David Stark
About David M. Stark
Independent director at Assertio Holdings, Inc. since November 7, 2024; age 56. Former Chief Legal Officer at Teva Pharmaceutical Industries Ltd. (2016–2024), with prior litigation roles at Willkie Farr & Gallagher LLP, Chadbourne & Parke, and Haight, Gardner, Poor & Havens. Founder and CEO of Stark Creative Solutions LLC. Education: J.D., New York University School of Law; B.A., Political Science, Northeastern University, summa cum laude .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teva Pharmaceutical Industries Ltd. | Chief Legal Officer | 2016–2024 | Legal oversight; M&A; corporate management; strategy |
| Teva (Global Specialty Medicines; Teva North America/Americas) | Senior Director → Deputy GC → VP & GC → SVP & GC | 2002–2016 | Progressive legal leadership in specialty and regional businesses |
| Willkie Farr & Gallagher LLP | Associate, Litigation | 1998–2002 | Complex litigation experience |
| Chadbourne & Parke | Associate, Litigation | 1997–1998 | Litigation experience |
| Haight, Gardner, Poor & Havens | Associate, Litigation | 1994–1997 | Litigation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stark Creative Solutions LLC | Founder & CEO | Not disclosed | Short-term legal engagement with Assertio prior to board appointment; $5,000 fee; ended before appointment |
| Other public company boards | — | — | None disclosed in proxy |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: William T. McKee). Not listed on Audit or Compensation Committees .
- Independence: Board determined Stark is independent under Nasdaq rules; legal engagement with Stark Creative Solutions LLC ($5,000) ceased before appointment and was considered in the independence assessment .
- Attendance: In 2024, Board met nine times; Audit met five; Compensation met five; Nominating & Corporate Governance met six. All directors serving in 2024 attended at least 75% of Board and applicable committee meetings, except Dr. Vacirca (who resigned Nov 7, 2024) .
- Board leadership: Independent Chair (Heather L. Mason); CEO/Chair roles separated per governance guidelines .
| Committee | Role | Audit Committee Financial Expert |
|---|---|---|
| Nominating & Corporate Governance | Member | — |
Fixed Compensation
- Director cash compensation policy: Annual Board retainer $55,000; Chair premiums and committee retainers shown below; cash paid quarterly in arrears .
- 2024 cash fees for Stark (partial-year from Nov 7, 2024): $9,117 .
| Component | Policy Rate | 2024 Actual (Stark) |
|---|---|---|
| Board annual cash retainer | $55,000 | $9,117 (partial year) |
| Nominating & Corporate Governance – member retainer | $6,000 | Included in cash fees (pro-rated) |
| Committee chair retainers (reference) | Audit $25,000; Compensation $20,000; Nominating $15,000 | Not applicable |
| Independent Chair premium (reference) | $50,000 | Not applicable |
Performance Compensation
- Director equity structure: Upon appointment (Nov 7, 2024), non-employee directors receive RSUs valued at $107,500 and options valued at $107,500; RSUs determined using a $2/share floor; options sized via peer-average Black-Scholes; vest annually over 3 years beginning on the first anniversary of grant .
- 2024 reported fair values for Stark’s grants: RSUs $54,288; Options $73,094 (grant date Nov 7, 2024) .
- Outstanding awards (as of Dec 31, 2024): Options 81,225; RSUs 53,750 .
- Plan provisions: One-year minimum vesting; no discounted options; no repricing without shareholder approval; no single-trigger vesting (except for non-employee directors or if successor does not assume awards); awards subject to Company clawback policy .
| Director Equity Compensation (Stark) | Amount/Count | Vesting | Notes |
|---|---|---|---|
| Appointment grant policy values | RSUs $107,500; Options $107,500 | Annual over 3 years from grant anniversary | RSU share count uses $2/share floor; options sized via peer-average Black-Scholes |
| 2024 reported grant fair values | RSUs $54,288; Options $73,094 | As granted Nov 7, 2024 | — |
| Outstanding at 12/31/2024 | Options 81,225; RSUs 53,750 | As scheduled | — |
| Clawback applicability | Yes, awards subject to clawback policy | — | No dividends on unvested awards |
Note: Non-employee directors do not participate in the NEO annual bonus plan. For pay-for-performance context, Assertio’s 2024 NEO bonus metrics and actuals are below.
| Metric (Corporate Financial Goals, 2024) | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|
| Net Product Sales | < $108.8M = 0% | $120.8M = 100% | $145.0M = 200% | $120.8M | 100% |
| Operating Cash Flow | < $19.3M = 0% | $21.4M = 100% | $25.7M = 200% | $26.4M | 200% |
| Adjusted EBITDA | < $23.9M = 0% | $26.5M = 100% | $31.8M = 200% | $17.1M | 0% |
| Corporate payout multiplier (applied to NEO bonuses) | — | — | — | 95% (discretionary reduction from 99%) | 95% |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board roles disclosed for Stark in proxy |
Expertise & Qualifications
- Board-designated expertise: Legal Experience, Mergers & Acquisitions, Corporate Management, Corporate Strategy .
- Education: J.D., NYU; B.A., Northeastern University, summa cum laude .
- Industry experience: Two decades at Teva in progressively senior legal roles culminating as Chief Legal Officer .
Equity Ownership
- Beneficial ownership (as of March 13, 2025): No shares reported; no options exercisable within 60 days; ownership <1% of outstanding shares .
- Outstanding director awards (12/31/2024): Options 81,225; RSUs 53,750 .
- Ownership guidelines: Non-employee directors must hold stock equal to 3x annual Board cash retainer; 5-year compliance window; as of Dec 31, 2024, all non-employee directors were in compliance with achieving the guidelines within the timeframe .
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging of Assertio securities .
| Ownership Detail | Amount |
|---|---|
| Shares owned (beneficial) | 0 |
| Options outstanding | 81,225 |
| RSUs outstanding | 53,750 |
| % of shares outstanding | <1% |
| Hedging/Pledging | Prohibited |
| Director ownership guideline | 3x annual cash retainer; 5 years to comply |
Governance Assessment
- Strengths: Independent director with deep pharma legal and M&A experience; assigned to Nominating & Corporate Governance Committee (governance oversight); Board separation of Chair/CEO enhances independence; robust equity plan provisions (no repricing, one-year minimum vesting, clawback) .
- Alignment signals: Director equity mix in RSUs and options vesting over 3 years promotes longer-term alignment; stock ownership guideline (3x retainer) supports skin-in-the-game, with a 5-year runway for compliance .
- Attendance/engagement: Board and committee cadence in 2024 was active; all directors serving in 2024 met the 75% attendance threshold, indicating engagement; Stark joined late in 2024 and is covered by this disclosure .
- Conflicts/related-party exposure: Prior $5,000 legal engagement with Stark’s firm ended before his appointment; explicitly reviewed and deemed compliant with heightened independence standards; no related party transactions (other than one management family member) requiring disclosure since Jan 1, 2023 .
- RED FLAGS: None specific to Stark identified in proxy. Note: Assertio references stockholder derivative lawsuits involving certain directors in the 2024 Form 10-K (see cross-reference), a governance overhang warranting continued monitoring; no details provided in the proxy about Stark’s involvement .