Sabrina Martucci Johnson
Dare BioscienceAbout Sabrina Martucci Johnson
Sabrina Martucci Johnson, 58, is Daré Bioscience’s Chief Executive Officer, President, Secretary and a director, serving as an executive since July 2017; she co‑founded Private Daré in 2015 and has led the company since inception . She holds a Masters of International Management (Thunderbird), an MSc in Biochemical Engineering (UCL), and a BSc in Biomedical Engineering (Tulane, magna cum laude) . Pay‑versus‑performance disclosures show 2022–2024 TSR values of $41.50, $15.45, and $13.00 respectively for an initial $100 investment, alongside net losses of $(30.95)M, $(30.16)M, and $(4.05)M, framing recent shareholder return and profitability trends . She also serves externally on ATAI Life Sciences’ board and as Chair of Biocom California, with additional industry and academic advisory roles in women’s health and biotechnology .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private Daré (pre‑business combination) | Co‑founder, President & CEO | 2015–2017 | Built women’s health portfolio and led public listing via business combination |
| California Institute for Biomedical Research (now part of Scripps Research) | Chief Financial Officer | May 2015–July 2017 | Financial leadership for translational research initiatives |
| WomanCare Global Trading (specialty pharma) | President | Oct 2014–May 2015 | Oversaw global product distribution in >100 countries |
| WomanCare Global Trading | CFO & COO | July 2013–Oct 2014 | Operational and financial scaling in women’s health |
| Cypress Bioscience (public pharma) | CFO; also COO | 2002–2010 CFO; 2008–2010 COO | Led finance and operations through sale of the company |
| Baxter Healthcare, Hyland Division | Research Scientist (recombinant factor VIII) | Early career | Technical foundations in biologics development |
| Advanced Tissue Sciences; Clonetics Corporation | Marketing and Sales | Early career | Commercial experience in life sciences products |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ATAI Life Sciences | Director | Current | Public clinical‑stage biopharma (mental health) |
| Biocom California | Chair; Director | Current | Industry leadership; regional biotech advocacy |
| Biotechnology Innovation Organization (BIO) | Emerging Companies Section Governing Board | Current | Policy and industry initiatives for emerging biotechs |
| Tulane Univ. School of Science & Engineering | Board of Advisors, emeritus | Current | Academic advisory role |
| Newcomb Institute | Dean’s Advisory Council | Current | Academic advisory role |
| Aethlon Medical | Former Director | Past | Public company board service (immunotherapeutics) |
| Planned Parenthood of the Pacific Southwest; Athena San Diego; UCSD Librarian’s Advisory Board | Former Board/Chair roles | Past | Non‑profit and community leadership |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 495,000 | 495,000 |
| Bonus ($) | — | — |
| Option Awards (Grant‑date Fair Value, $) | 713,908 | 256,976 |
| Non‑Equity Incentive Plan Compensation ($) | — | 132,606 |
| All Other Compensation ($) | 13,200 | 13,800 |
| Total ($) | 1,222,108 | 898,382 |
Additional 2025 decision: The Board increased base salaries in aggregate; Ms. Johnson’s 2025 base salary was increased by 4.79% from 2024 (percentage disclosure; exact dollar not stated) .
Performance Compensation
| Component | Target | Actual | Payout | Vesting / Payment Timing |
|---|---|---|---|---|
| Annual cash incentive (2024 performance period) | 70% of base salary | Board set company achievement pools; for Ms. Johnson, 38.27% achievement applied | $132,606 (as disclosed SCT) | Must be paid no later than 74 days after fiscal year‑end |
| 2024 performance goals (structure) | 3 goals (2 operational clinical milestones; 1 financing goal) | Board assessed progress and cash resources; different tiers applied by level | Aggregate cash pool set at 50% achievement for employees overall | — |
Notes:
- Executive annual incentive metrics can include development/clinical/regulatory milestones, business development/financing milestones, and strategic transactions; targets generally set at 100% with possible minimum/maximum ranges .
- For 2024, achievement levels were set at 70% for below‑VP, 50% for VP+ (other than CEO), and 38.27% for Ms. Johnson to allocate more to employees below VP .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 288,054; 3.2% of 8,850,386 outstanding as of April 17, 2025 |
| Options included in beneficial ownership | 207,881 shares exercisable within 60 days |
| Ownership vehicle | The Vincent S. Johnson and Sabrina M. Johnson Family Trust; Ms. Johnson is co‑trustee with shared investment/dispositive power |
| Hedging/pledging policy | Insider trading policy prohibits short‑term trading, short sales, margin/loan use, collars/hedges, and trading in publicly‑traded options; no exceptions sought as of proxy date |
| Stock ownership guidelines (execs/directors) | Not disclosed in proxy; director equity award limits apply via plan |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 09/07/2018 | 16,000 | — | 12.12 | 09/07/2028 |
| 01/29/2019 | 16,250 | — | 9.11 | 01/29/2029 |
| 03/06/2020 | 23,333 | — | 12.36 | 03/06/2030 |
| 01/26/2021 | 41,927 | 1,822 | 31.08 | 01/26/2031 |
| 01/25/2022 | 38,187 | 14,179 | 19.08 | 01/25/2032 |
| 01/24/2023 | 29,949 | 32,550 | 13.92 | 01/24/2033 |
| 03/12/2024 | 11,722 | 50,777 | 5.52 | 03/12/2034 |
All options vest in 48 equal monthly installments from grant date, subject to continuous service; annual grants are timed per an equity award granting policy with exercise price at or above closing market price on grant date .
Employment Terms
| Scenario | Cash Payments | Health Benefits | Equity Treatment |
|---|---|---|---|
| Termination without cause / resignation for good reason (non‑CIC) | Accrued but unpaid bonus (or pro‑rata) plus 12 months of then‑current base salary | 12 months continuation | No acceleration specified outside CIC |
| Change in control (CIC) + termination without cause or for good reason (3 months prior to or 12 months post CIC) | 18 months of then‑current base salary AND target bonus | 18 months continuation | Full acceleration of unvested equity |
| Contract term | Two‑year initial term lapsed Aug 2019; auto‑renews for successive one‑year terms unless 60‑day notice | ||
| Covenants | Benefits conditioned on compliance with confidentiality, IP assignment, non‑interference; release required | ||
| CIC policy | Company policy accelerates time‑based awards for VP+ on qualifying CIC termination; Ms. Johnson is not a participant (her employment agreement governs) |
Board Governance
- Board service: Director since July 2017; Class III (term through 2026 annual meeting); not a member of standing committees .
- Independence: Not independent due to executive status; all other directors independent per Nasdaq rules .
- Leadership: Board Chair is separate from CEO; Chair position held by William H. Rastetter since July 2019, enhancing oversight independence .
- Committees: Audit (Chair Matz), Compensation (Chair Rastetter), Nominating & Corporate Governance (Chair Kelley); Sabrina is also on the strategic and pricing committee (non‑standing, with delegated authority), which met three times in 2024 .
- Director compensation policy applies to non‑employee directors (cash retainers and stock options); employee directors like Ms. Johnson are not listed in director compensation tables .
Director Retainers (Non‑Employee)
| Role | Annual Retainer ($) |
|---|---|
| Board Chair | 69,000 |
| Board Member | 39,000 |
| Audit Chair / Member | 15,000 / 7,500 |
| Compensation Chair / Member | 10,000 / 5,000 |
| Nominating & Corporate Governance Chair / Member | 8,000 / 4,000 |
Compensation Peer Group (Benchmarking)
| Target Positioning | Peer Group (2024 cycle) |
|---|---|
| Target total cash aligned ~10th–25th percentile; equity sized ~≤50th percentile based on Aon recommendations amid sector price declines | aTyr Pharma; Capricor Therapeutics; Cardiff Oncology; Corvus Pharmaceuticals; CytomX Therapeutics; Equillium; Inmune Bio; Kezar Life Sciences; Kinnate Biopharma; Kronos Bio; Leap Therapeutics; MediciNova; Oncternal Therapeutics; Ovid Therapeutics; Reneo Pharmaceuticals; Spruce Biosciences |
Say‑on‑Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2024 | >88% support for executive compensation program |
Company adopted annual say‑on‑pay frequency in 2020 after ~93% support for that recommendation .
Pay‑Versus‑Performance Summary (Company Disclosures)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| PEO Summary Compensation Table Total ($) | 1,673,479 | 1,222,108 | 898,382 |
| PEO Compensation Actually Paid ($) | 594,237 | 450,419 | 754,030 |
| Non‑PEO NEOs Avg SCT Total ($) | 777,537 | 751,591 | 455,766 |
| Non‑PEO NEOs Avg CAP ($) | 445,301 | 471,033 | 414,748 |
| Value of $100 Investment (TSR) | $41.50 | $15.45 | $13.00 |
| Net Loss ($M) | (30.95) | (30.16) | (4.05) |
Compensation Structure Analysis
- Equity mix: Executive long‑term incentives delivered exclusively as stock options; no RSUs or PSUs have been granted under plans to date, though authorized; minimum vesting standards and anti‑repricing provisions apply .
- Year‑over‑year: Ms. Johnson’s option grant‑date value declined from $713,908 (2023) to $256,976 (2024) while a non‑equity cash incentive was paid in 2024; total compensation decreased YoY consistent with equity sizing and company performance context .
- Incentive governance: Annual incentive metrics set and assessed by Board/Comp Committee; CEO recused from approving her own package; Comp Committee uses Aon and peer data; clawback policy administered by Compensation Committee .
- Grant timing controls: Formal policy avoids spring‑loading/timing around MNPI; 2024 grants occurred when Board/management were not aware of MNPI .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, including margin loans and collars; no exceptions sought as of the proxy date .
- Equity plan anti‑repricing: Repricing/exchanges require stockholder approval; 95% minimum one‑year vesting rule; change‑in‑control treatment clarified; director grant value capped at $500k/year .
- Section 16 compliance: Company states all required insider filings were timely in 2024 .
- CFO transition: Former CFO retired January 26, 2024; entered a time‑limited consulting arrangement to manage transition .
- Reverse split context: Grant sizes and disclosures reflect the 1‑for‑12 reverse split in July 2024 (implications for exercise counts and potential dilution optics) .
Employment Terms (Additional Detail)
- Agreement auto‑renews annually; termination mechanics include cure periods and standard for‑cause definitions; severance contingent on releases and covenant compliance .
- CIC provisions: Double‑trigger structure with salary+target bonus multiples and full equity acceleration for Ms. Johnson; she is excluded from the general VP+ CIC policy because her agreement governs CIC outcomes .
Investment Implications
- Alignment: A high proportion of at‑risk pay via stock options, strict anti‑hedging/pledging, and clear CIC double‑trigger provisions indicate pay structures aligned to shareholder value creation with guardrails against misaligned risk .
- Retention and pressure: Monthly vesting across multiple option grants and a 2024 cash bonus at 38.27% achievement suggest retention incentives remain, but unlocks could create intermittent selling pressure as tranches vest, particularly for larger unexercised 2023–2024 grants .
- Governance quality: Separate Chair/CEO, independent committees, and strong compensation governance (Aon, clawbacks, anti‑repricing) support oversight and reduce dual‑role concerns from CEO+Director service; Sabrina is not independent, but the board’s structure mitigates independence risks .
- Performance context: TSR compression over 2022–2024 and improving net loss (from $(30.16)M to $(4.05)M) frame execution risk and the importance of clinical/financing milestones embedded in incentives; continued investor support (>88% say‑on‑pay in 2024) indicates acceptance of the pay philosophy despite mixed TSR .