Robin Steele
Dare BioscienceAbout Robin J. Steele
Robin J. Steele, J.D., LL.M. (age 69) is an independent director of Daré Bioscience, Inc. (DARE) serving since July 2017 (Class II). She is a career life sciences legal executive and director with over 30 years’ experience, including General Counsel roles at public biopharma companies. Education: B.A. (University of Colorado), J.D. (UC Hastings College of the Law), LL.M. in Taxation (NYU School of Law); NACD Directorship Certification (2021). Board committees: Audit (member) and Compensation (member); she also serves on DARE’s Strategic & Pricing Committee. Attendance met Board standards; independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterMune, Inc. (public biopharma) | Senior Vice President, General Counsel & Secretary | 2004–2014 | Led public company legal and governance functions |
| Elan Pharmaceuticals (public pharma) | Vice President, Legal Affairs | 1998–2003 | Legal leadership at public pharma; governance expertise |
| Ocuterra Therapeutics, Inc. | Director | 2021–2024 | Private company board service |
| Coagulant Therapeutics, Inc. | Director | 2021–2024 | Private company board service |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Nacuity Pharmaceuticals, Inc. | Director | Current | Private company board |
| Ancient Organics Bioscience, Inc. | Director | Current | Private company board |
Board Governance
- Committee assignments: Audit Committee (member), Compensation Committee (member); Strategic & Pricing Committee (member; committee met 3 times in 2024). Audit Chair: Gregory W. Matz; Compensation Chair: William H. Rastetter; Nominating & Corporate Governance Chair: Susan L. Kelley.
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Steele is independent.
- Attendance: Board met 11x (2024); Audit 8x; Compensation 4x; Nominating & Corporate Governance 5x. All directors attended ≥75% of Board and committee meetings; all directors attended last year’s annual meeting.
- Audit Committee effectiveness: Membership includes Matz (audit committee financial expert), Grossman, Steele; oversight of financial reporting, internal controls, quarterly close process, and auditor independence, with executive and private sessions.
- Compensation Committee: Members are Rastetter (Chair) and Steele; uses independent consultant Aon, with no conflicts of interest under SEC/Nasdaq standards.
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Board annual cash retainer (member) | $39,000 | 2024 policy |
| Board annual cash retainer (member) | $40,000 | 2025 policy (increase) |
| Board Chair retainer | $69,000 | 2024 policy |
| Committee fees – Audit Chair / Member | $15,000 / $7,500 | 2024 policy |
| Committee fees – Compensation Chair / Member | $10,000 / $5,000 | 2024 policy |
| Committee fees – N&CG Chair / Member | $8,000 / $4,000 | 2024 policy |
| Steele – Fees earned in cash | $51,500 | 2024 (role-based retainers + committee fees) |
Notes:
- Directors may elect up to 100% of retainers in unrestricted common stock issued quarterly in lieu of cash. No meeting fees disclosed.
Performance Compensation
| Equity Award Feature | 2024 | 2025 |
|---|---|---|
| Annual stock option grant (non-employee director) – shares | 3,333 | 4,500 (increase) |
| Vesting of annual grant | Vests in full on earlier of 1st anniversary or immediately prior to next annual meeting; accelerates on change-in-control | Same structure |
| Exercise price | Fair market value on grant date | Fair market value on grant date |
| Steele – Option grant fair value recognized | $12,945 | N/A (2025 grant size increased; FV not disclosed) |
Policy safeguards:
- No repricing of options/SARs without stockholder approval; minimum vesting ≥1 year for ≥95% of awards; no dividends/dividend equivalents on unvested awards; director equity compensation capped at $500,000 grant date value per fiscal year.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict with DARE |
|---|---|---|---|
| Nacuity Pharmaceuticals, Inc. | Private | Director | None disclosed in DARE filings |
| Ancient Organics Bioscience, Inc. | Private | Director | None disclosed in DARE filings |
| Ocuterra Therapeutics, Inc. | Private (past) | Director | Past service; no related transactions disclosed |
| Coagulant Therapeutics, Inc. | Private (past) | Director | Past service; no related transactions disclosed |
- DARE’s related-party disclosures report no director-related transactions; only CEO’s family employment reviewed/approved by Audit Committee.
Expertise & Qualifications
- Legal and governance: Former public company General Counsel (InterMune) and VP Legal Affairs (Elan); deep corporate governance and SEC experience.
- Education: J.D. (UC Hastings), LL.M. Taxation (NYU), NACD Directorship Certification (2021).
- Life sciences breadth: Multiple private company boards; extensive industry tenure.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Robin J. Steele | 40,530 | <1% | Includes 20,015 shares issuable upon exercise of options exercisable within 60 days; shares held via Robin J. Steele Trust DTD 1/30/2015; Steele is trustee with sole investment/dispositive power. |
- Outstanding director options at YE 2024: Steele had 20,015 shares subject to outstanding options.
- Hedging/pledging: Company policy prohibits short sales, margin loans, collars/hedging, and trading in publicly-traded options; no personnel (or related persons) sought exceptions.
Governance Assessment
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Strengths:
- Independent director with significant public-company legal/governance background; active on Audit and Compensation Committees, plus Strategic & Pricing Committee.
- Robust audit oversight; committee includes designated financial expert; frequent meetings with executive/private sessions—supports financial reporting quality.
- Clear, shareholder-aligned director pay structure: modest cash retainers plus time-vested options at FMV; no meeting fees; strong equity plan safeguards (no repricing, minimum vesting, no dividends on unvested awards).
- Board-wide independence (excluding CEO) and adequate attendance; directors attend annual meetings.
- Compensation Committee uses independent consultant Aon; independence evaluated with no conflicts.
-
Watch items:
- Equity grants are exclusively options (time-based vesting), not performance-conditioned; alignment relies on stock price appreciation rather than explicit performance metrics.
- Dilution sensitivity: company plans increased director annual option size in 2025 (4,500 shares), though overall plan includes guardrails; monitor aggregate burn rate and dilution.
-
RED FLAGS:
- None identified specific to Steele: no related-party transactions involving Steele, no pledging/hedging, timely Section 16 reporting across directors.
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Investor confidence signals:
- Company’s 2024 say‑on‑pay support was >88%, indicating broad shareholder endorsement of compensation governance; while focused on executives, it reflects overall governance credibility.