Jessica Grossman
Dare BioscienceAbout Jessica D. Grossman, M.D.
Independent director (Class I) at Daré Bioscience since April 2018; age 53. She is currently CEO of IgGenix (private), and holds an M.D. from Thomas Jefferson University, Jefferson Medical College. Her background spans leadership and operating roles across women’s health medtech/biopharma, with patents and peer‑reviewed publications. Committee assignments: Audit; Nominating & Corporate Governance; independence affirmed by the Board; Class I term ends at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medicines360 | Chief Executive Officer | 2015–2020 | Led development and approval of LILETTA IUD; executive leadership in women’s health. |
| Medicines360 | Director | 2011–2014 | Board-level oversight for a women’s health non-profit pharma. |
| AlliancePartners360 (subsidiary of Medicines360) | Chair | 2014–2018 | Advanced access to medicines for women; mission-focused governance. |
| Sense4Baby, Inc. | President & Founding CEO | 2013–2014 | Early-stage leadership in maternal-fetal monitoring. |
| Ethicon Endo-Surgery (J&J) | Medical Director | 2010–2013 | Clinical/medical leadership at J&J unit. |
| JG Limited LLC | Founder & CEO | 2008–2010 | Strategy consulting in clinical/commercial areas. |
| Gynesonics | Founder & President | 2005–2008 | Built minimally invasive women’s health device company; first intrauterine RF ablation device. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IgGenix (private) | Chief Executive Officer | Current | Developing therapies for food allergies/other severe allergic conditions. |
| Beth Israel Deaconess Medical Center | Research | Prior | Research at a Harvard Medical School teaching hospital; holds patents and peer‑reviewed publications. |
Board Governance
- Committee memberships: Audit; Nominating & Corporate Governance; no chair roles. Audit committee members (including Dr. Grossman) are independent; committee chair is Gregory W. Matz (audit committee financial expert).
- Board structure and independence: Chair and CEO roles separated; board majority independent; all directors except the CEO are independent.
- Attendance and engagement: In 2024, the Board met 11 times; Audit 8; Compensation 4; Nominating & Corporate Governance 5. All directors attended at least 75% of aggregate Board/committee meetings. All directors attended last year’s annual meeting.
- Risk oversight: Audit oversees financial reporting/internal controls and cybersecurity; N&CG oversees governance effectiveness; Compensation reviews incentive risk.
Fixed Compensation
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Board annual retainer (member) | $39,000 | Paid quarterly; directors may elect shares in lieu of cash. |
| Audit Committee (member) | $7,500 | Chair: $15,000. |
| Compensation Committee (member) | $5,000 | Chair: $10,000. |
| Nominating & Corporate Governance (member) | $4,000 | Chair: $8,000. |
| 2025 change | Member retainer increased to $40,000 | Approved per Aon benchmarking. |
| 2024 Director Compensation (Individual) | Cash Fees | Option Award (Grant‑date FV) | All Other | Total |
|---|---|---|---|---|
| Jessica D. Grossman, M.D. | $50,500 | $12,945 | $— | $63,445 |
Notes: Grossman’s 2024 cash reflects Board member retainer plus Audit and N&CG committee member fees.
Performance Compensation
| Equity Award Mechanics | 2024 Terms | Vesting/COC Treatment |
|---|---|---|
| Annual non‑employee director award | Stock option for 3,333 shares (post 1‑for‑12 RS) in 2024; increased to 4,500 in 2025 | Vests in full on earlier of 1‑year anniversary or immediately prior to next annual meeting; becomes exercisable upon change in control (CIC). Exercise price = FMV at grant. |
| Initial director award (new directors) | 5,000 options (post RS) | Vests 1/3 annually over 3 years; becomes exercisable upon CIC; exercise price = FMV at grant. |
| Plan‑level CIC if awards not assumed | 2022 Plan provides full vesting if awards not assumed/continued/substituted; performance awards vest at greater of target or actual to date. | Non‑employee director annual awards also become exercisable on CIC. |
| Non‑employee director equity cap | $500,000 aggregate grant‑date fair value per year (exceptions for cash‑in‑lieu elections or initial join grants). | Governance safeguard on director equity pay. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Grossman in the proxy. |
| Compensation Committee interlocks | Compensation Committee members are Rastetter (Chair) and Steele; Aon serves as independent consultant; no conflicts found. |
Expertise & Qualifications
- Women’s health domain expertise; founder/operator across device, pharma, and nonprofit models. Holds patents; peer‑reviewed publications. M.D. from Thomas Jefferson University.
- Financial literacy for audit service; Board determined all Audit members can read/understand financials; audit chair is the designated financial expert.
Equity Ownership
| As of | Beneficial Ownership (Shares) | % Outstanding | Composition | Notes |
|---|---|---|---|---|
| April 17, 2025 (record date) | 19,832 | * (<1%) | Consists entirely of options exercisable within 60 days (footnote 4). | Shares outstanding: 8,850,386. |
| Dec 31, 2024 (options outstanding) | 19,832 options | — | Outstanding stock options held as a non‑employee director. | — |
Hedging/pledging: Insider trading policy prohibits short‑term trading, short sales, pledging (use as loan collateral), and hedging transactions (straddles, collars, etc.) absent prior approval; as of proxy date, no approvals sought or obtained.
Section 16 compliance: Company believes all directors/officers were timely in their Section 16(a) filings during 2024.
Governance Assessment
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Strengths
- Independent director with relevant sector expertise; active on Audit and N&CG committees; Board majority independence and separated Chair/CEO structure support oversight.
- Attendance/engagement: Board and committees met frequently in 2024; all directors met at least 75% attendance; all attended last annual meeting.
- Pay alignment: Director equity is exclusively in stock options (time‑vested), with a governance cap ($500k) and change‑in‑control vesting parameters defined at plan and policy levels; 2025 increases benchmarked by independent consultant (Aon).
- Risk controls: Audit Committee oversight scope includes financial reporting and cybersecurity; insider trading policy prohibits hedging and pledging.
-
Watch items
- Ownership/signal: Beneficial ownership is de minimis (<1%) and comprised of options, limiting immediate ownership “skin in the game” relative to outright share holdings (common for micro‑cap biopharma boards but still notable).
- Related‑party/independence: No related‑party transactions disclosed involving Dr. Grossman; the only related‑party item disclosed pertains to the CEO’s daughter employment, monitored by the Audit Committee.
No legal proceedings disclosed for directors/officers; no family relationships among directors/executives.
Appendix — Committee & Meeting Reference
| 2024 Meetings | Count | Notes |
|---|---|---|
| Board | 11 | All directors ≥75% attendance. |
| Audit Committee | 8 | Audit Report signed by Matz (Chair), Grossman, Steele. |
| Compensation Committee | 4 | Independent consultant (Aon); no conflicts. |
| Nominating & Corporate Governance | 5 | Oversees evaluations and succession planning. |