MarDee Haring-Layton
Dare BioscienceAbout MarDee Haring-Layton
MarDee Haring-Layton is Chief Accounting Officer (principal accounting officer) of Daré Bioscience, responsible for accounting and finance, including SEC reporting and internal controls; she joined Daré in 2018, became VP, Accounting & Finance in Oct 2018, and was appointed CAO in Jan 2024. She is age 49 as of the April 17, 2025 proxy record date and holds a B.S. in Business Administration (Accounting) from San Diego State University; earlier career includes Deloitte LLP and public-company accounting/finance roles .
Company performance context: Daré’s pay-versus-performance table shows TSR value of a fixed $100 investment of $41.50 (2022), $15.45 (2023), and $13.00 (2024), with net losses of $30.95m (2022), $30.16m (2023), and $4.05m (2024) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR value of $100 investment | $41.50 | $15.45 | $13.00 |
| Net Loss ($USD Millions) | $(30.95) | $(30.16) | $(4.05) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Daré Bioscience, Inc. | Chief Accounting Officer (Principal Accounting Officer) | Jan 2024–present | Oversight of accounting/finance, SEC reporting, internal controls |
| Daré Bioscience, Inc. | VP, Accounting & Finance | Oct 2018–Jan 2024 | Led accounting/finance; promoted to CAO in 2024 |
| Daré Bioscience, Inc. | Joined company | Jan 2018 | Brought >20 years of finance/accounting experience |
| e.Digital Corporation (public) | Chief Financial Officer | 2010–2017 | CFO of public IP licensing/development company |
| Deloitte LLP | Early career | Not disclosed | Big 4 training; audit/accounting foundation |
External Roles
- No public company directorships or external roles were disclosed for Ms. Haring-Layton in Daré’s executive officer biographies reviewed .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 295,000 | 330,000 (increased upon promotion to CAO) |
| Target Bonus (% of salary) | — | 40% |
| Actual Bonus Paid ($) | 44,250 | 66,000 |
| All Other Compensation ($) | 13,200 (401(k) match) | 13,800 (401(k) match) |
| Total ($) | 432,254 | 513,241 |
Notes:
- Annual incentive plan is corporate-goal based (development/clinical/regulatory milestones and financing), with payouts assessed post-year-end and payable within 74 days; for 2024, company-wide achievement was set at 50% of target .
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate performance goals (2 operational; 1 financing) | Not disclosed (company established 3 goals) | 40% of 2024 base salary | 50% achievement (Board determination in Jan 2025) | $66,000 | Paid within 74 days after fiscal year-end |
Equity Awards (Stock Options)
- Long-term incentives granted exclusively as stock options; 2024 grant sizing targeted at or below peer 50th percentile per Aon benchmarking; strike price at or above market on grant date .
| Grant date | Shares (exercisable / unexercisable) at 12/31/2024 | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|
| 1/16/2018 | 291 / — | 28.44 | 1/16/2028 | 48 equal monthly installments starting 1 month after grant |
| 9/7/2018 | 2,500 / — | 12.12 | 9/7/2028 | 48 equal monthly installments |
| 1/29/2019 | 2,916 / — | 9.11 | 1/29/2029 | 48 equal monthly installments |
| 3/6/2020 | 2,083 / — | 12.36 | 3/6/2030 | 48 equal monthly installments |
| 1/26/2021 | 4,243 / 90 | 31.08 | 1/26/2031 | 48 equal monthly installments |
| 1/25/2022 | 2,555 / 945 | 19.08 | 1/25/2032 | 48 equal monthly installments |
| 1/24/2023 | 3,197 / 3,469 | 13.92 | 1/24/2033 | 48 equal monthly installments |
| 3/12/2024 | 4,536 / 19,630 | 5.52 | 3/12/2034 | 48 equal monthly installments |
- 2024 option grant: 24,166 shares to Haring-Layton (post 1-for-12 reverse split), ASC 718 grant-date fair value included in “Option Awards” column ($103,441) .
Equity Ownership & Alignment
| Item | As of | Value | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | Apr 17, 2025 (proxy record date) | 29,661 | Includes shares/derivatives exercisable within 60 days; percent “*” (<1%) |
| Options exercisable | Dec 31, 2024 | 22,321 (sum of exercisable tranches) | Vests monthly; see schedule above |
| Options unexercisable | Dec 31, 2024 | 24,134 | Represents remaining unvested tranches |
| Hedging/pledging | Policy | Prohibits short-term trading, short sales, use of company stock to secure a margin/other loan, and hedging (options/derivatives); no approvals sought as of proxy date | |
| Ownership guidelines | — | Not disclosed | No executive stock ownership guideline disclosure for officers found in reviewed materials |
| Equity plan overhang | Apr 17, 2025 | 1,119,010 options outstanding; WAEPS $11.45; WART 7.67; proposed +600,000 shares (~6% dilution) |
Employment Terms
- Appointment and role: Appointed Chief Accounting Officer and principal accounting officer on Jan 26, 2024 after CFO retirement; her 2023 base salary was $295,000 at appointment; she participates in Daré’s change-in-control policy .
- Base salary increase: Raised to $330,000 upon promotion to CAO; 2024 annual target bonus set at 40% of salary .
- Change-in-control policy (for VP-and-above participants): If terminated without cause or resigns for good reason within 90 days before or 365 days after a change in control, unvested, time-based equity fully accelerates; performance-based awards accelerate only if performance conditions are satisfied; no separate cash severance is disclosed under this policy .
- Clawback policy: Restatement-based recovery of erroneously awarded incentive compensation in compliance with SEC/Nasdaq rules .
- Equity plan guardrails: No option/SAR repricing or cash exchange without prior shareholder approval; at least 95% of awards have a minimum 1-year vesting period .
- Deferred comp/pension: Company states no annuity, pension or deferred compensation plans for executives .
Compensation Structure Analysis
- Shift in cash/equity mix: 2024 compensation increased versus 2023 across salary ($330k vs $295k), annual bonus ($66k vs $44k), and option grant fair value ($103k vs $80k), consistent with promotion to CAO and 50% corporate bonus achievement for 2024 .
- Instrument choice: Executives receive long-term incentives exclusively as stock options (not RSUs/PSUs), reinforcing pay-for-performance via share price appreciation; grant sizing targeted around the peer 50th percentile per Aon benchmarking .
- Plan safeguards: No repricing without shareholder approval; 1-year minimum vesting on 95%+ of awards; clawback policy in place—risk-mitigating features for investors .
- Hedging/pledging: Prohibited under policy, with no approvals sought as of the proxy date—reduces misalignment risk from hedging/pledging .
Performance & Track Record Highlights
- Finance stewardship: Following CFO retirement, finance responsibilities split between CEO (as PFO) and Haring-Layton (as PAO/CAO) to maintain a lean cost structure; she signed SEC filings as principal accounting officer .
- Cost discipline and funding: On the Q2’25 call, she detailed lower G&A YoY, substantial R&D reductions driven by non-dilutive awards, and subsequent capital infusions (post-quarter equity proceeds/grants), highlighting funding acumen critical to execution .
Compensation Committee, Peer Practices, and Governance
- Committee independence and advisor: Compensation Committee engages Aon Human Capital Solutions; assessed as independent with no conflicts; Aon benchmarks executive and director pay and peer group .
- Annual grant practices: Exercise prices at or above market; annual equity grants approved on defined schedule under the company’s Annual Equity Award Granting Policy .
Investment Implications
- Alignment: Heavy option-based LTI, monthly vesting, clawback, and anti-hedging/pledging policies align incentives with long-term equity value while limiting governance red flags; no repricing authority without shareholder approval .
- Overhang and supply: As of year-end 2024, Haring-Layton had 24,134 unvested options and 22,321 vested options, creating potential future selling supply upon vest/monetization; company-wide option overhang and proposed share reserve increase add modest dilution (~6%) if approved .
- Retention/CIC dynamics: Participation in the change-in-control policy provides equity acceleration on a double-trigger basis, supporting retention through strategic events but can accelerate supply in a transaction; no separate disclosure of cash severance for CAO .
- Execution risk: Lean finance organization post-CFO retirement concentrates key reporting and control responsibilities on the CEO/CAO pairing; thus far, filings and communications indicate continuity, but concentration risk persists until a broader bench is built .
- Performance pay: Corporate bonus outcomes (50% for 2024) tied to development and financing milestones, with modest absolute cash payouts (e.g., $66k), suggest disciplined cash pay while reinforcing milestone-driven culture—relevant in a capital-constrained small-cap biotech .