Gregory Matz
Dare BioscienceAbout Gregory W. Matz
Gregory W. Matz, CPA (age 65), has served on Daré’s Board since September 2018. He is the Audit Committee Chair and a member of the Nominating & Corporate Governance Committee; the Board has determined all committee members (including Matz) are independent under applicable Nasdaq and SEC rules, and he is designated as the Board’s “audit committee financial expert.” He currently serves on the board of One Stop Systems, Inc. (public company), and previously was SVP & CFO and Chief Risk Officer of The Cooper Companies; earlier roles include VP & CFO of CooperVision, and finance/marketing leadership at Agilent Technologies and Hewlett-Packard; he began his career at KPMG. Education and credentials: B.S. in Business (University of San Francisco), Wharton AMP, active CPA; NACD Board Leadership Fellow; NACD Directorship Certification; NACD/Carnegie Mellon CERT Certification in Cybersecurity Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cooper Companies | Senior Vice President & Chief Financial Officer; also Chief Risk Officer | Retired November 2016 | Women’s health/medical devices exposure; capital markets, audit, risk oversight |
| CooperVision (business unit of The Cooper Companies) | Vice President & Chief Financial Officer | May 2010 – December 2011 | Financial planning, reporting, audit leadership |
| Agilent Technologies; Hewlett-Packard | Finance and marketing leadership roles | Not disclosed | Corporate finance and marketing experience |
| KPMG | Auditor (career start) | Not disclosed | CPA foundation; external audit background |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| One Stop Systems, Inc. | Director | Current | Publicly traded high-performance edge computing company |
Board Governance
- Committee assignments (as of April 17, 2025): Audit Committee Chair; Nominating & Corporate Governance Committee member; Strategic & Pricing Committee Chair (ad hoc) .
- Independence: Board determined all committee members are independent under Nasdaq and SEC rules; Matz qualifies as an “audit committee financial expert” (Reg S-K 407(d)(5)) .
- Meeting cadence/attendance (2024): Board met 11x; Audit 8x; Nominating & Corporate Governance 5x; Compensation 4x; all directors attended at least 75% of the meetings of the Board and their committees .
- Strategic & Pricing Committee: met three times in 2024; Matz serves as Chair; convened between Board meetings for accelerated oversight (all directors invited) .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, enterprise risk management, IT/data security and cybersecurity risk; Board handles strategic risk .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board Member Retainer | 39,000 | Standard non-employee director cash retainer |
| Audit Committee Chair Fee | 15,000 | Additional retainer for Audit Chair |
| Nominating & Corporate Governance Member Fee | 4,000 | Additional retainer for N&CG member |
| Total Cash Fees Paid to Matz (2024) | 58,000 | Matches fees earned disclosure |
| 2025 Board Member Retainer | 40,000 | Increase effective 2025 |
Performance Compensation
| Component | 2024 Detail | Vesting/Terms | 2025 Update |
|---|---|---|---|
| Option Awards (grant-date fair value) | $12,945 | Options; grant-date fair value per ASC 718 | N/A |
| Annual Director Option Grant (policy) | 3,333 options | Vest in full on earlier of 1 year or immediately prior to next annual meeting; becomes exercisable in full upon a change in control; exercise price = FMV on grant date | Annual grant increased to 4,500 options per director |
| Initial Director Option Grant (policy) | 5,000 options (if newly elected) | Vest 1/3 annually over 3 years; change in control exercisable in full; exercise price = FMV on grant date | Size increased proportionally to maintain 1.5x annual grant multiple |
| Equity vehicle | Stock options only | Director equity paid exclusively in options; directors may elect to receive up to 100% of retainers in stock (shares in lieu of cash) |
Notes: Equity award timing and pricing are governed by formal policies; no repricing of stock options without shareholder approval under the 2022 Plan .
Other Directorships & Interlocks
| Company | Role | Status | Interlocks / Conflicts Noted |
|---|---|---|---|
| One Stop Systems, Inc. | Director | Current | No related-party transactions disclosed with Daré; related-party section cites only CEO’s daughter employment |
Expertise & Qualifications
- Financial expertise: Designated Audit Committee Financial Expert; deep CFO/CRO background at The Cooper Companies; extensive audit/financial reporting and risk management experience .
- Cybersecurity oversight: CERT Certification in Cybersecurity Oversight (NACD/Carnegie Mellon) .
- Professional credentials: Active CPA; NACD Board Leadership Fellow; NACD Directorship Certification .
- Education: B.S. in Business (University of San Francisco); Wharton Advanced Management Program .
Equity Ownership
| Item | Amount/Detail | As of | Notes |
|---|---|---|---|
| Options Outstanding (DARE) | 19,832 shares | 12/31/2024 | Director stock options outstanding |
| Beneficial Ownership Footnote | Includes 19,832 shares issuable upon option exercise | 2025 Proxy | Shares are held via the Matz Trust Dated Dec 20, 1999; Matz is co-trustee with shared investment/dispositive power (beneficial ownership footnote) |
Governance Assessment
- Strengths:
- Independent director leading the Audit Committee; formally designated audit committee financial expert; Audit Committee met eight times in 2024, including executive and private sessions with auditors and management, and recommended inclusion of audited financials in the 2024 Form 10-K .
- Active role in capital formation/transactions via Strategic & Pricing Committee Chair (met three times in 2024), supporting timely oversight between Board meetings .
- Compensation structure emphasizes alignment: modest cash retainers plus equity solely in stock options with one-year vesting (or next AGM), FMV strike price, and shareholder-friendly plan features (no repricing without shareholder approval) .
- Potential risk/considerations:
- Option-only director equity can increase risk preference versus RSUs; annual option size increased to 4,500 in 2025 (dilution sensitivity), though sized to peer 50th percentile per Aon recommendation .
- No Matz-specific related-party transactions disclosed; the only related-party item involves the CEO’s daughter employment, reviewed by the Audit Committee, indicating functioning conflict oversight; continue monitoring for any future interlocks stemming from external board roles .
- Attendance/engagement: Board met 11 times; all directors met at least the 75% attendance threshold; Matz signs the Audit Committee Report as Chair, evidencing active engagement .
Appendix: Board & Committee Summary (for quick reference)
| Body | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Board of Directors | Director (Class II; since Sep 2018) | 11 | Class II up for election at 2025 annual meeting |
| Audit Committee | Chair; Audit Committee Financial Expert | 8 | Oversight of financial reporting, internal controls, ERM, IT/data security & cybersecurity |
| Nominating & Corporate Governance | Member | 5 | Oversees governance effectiveness and evaluations; independence confirmed |
| Strategic & Pricing Committee | Chair | 3 | Delegated between Board meetings for accelerated oversight |