Susan Kelley
Dare BioscienceAbout Susan L. Kelley, M.D.
Independent director of Daré Bioscience since October 2014, age 70 as of April 17, 2025. Kelley is a physician-executive with 35+ years of oncology and immunology drug development leadership, including senior roles at Bayer (global clinical development, led Nexavar® approval) and Bristol-Myers Squibb; she holds an M.D. from Duke and completed fellowships at Dana-Farber/Harvard and Yale. She is currently chair of Daré’s Nominating & Corporate Governance Committee, a member of the Strategic & Pricing Committee, and is affirmatively determined independent under Nasdaq rules; all directors attended at least 75% of meetings in 2024 and attended the prior annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multiple Myeloma Research Consortium & Multiple Myeloma Research Foundation | Chief Medical Officer | 2008–2011 | Led clinical strategy across myeloma consortia |
| Bayer Healthcare & Bayer-Schering Pharma | VP Global Clinical Development; Therapeutic Area Head—Oncology | Not disclosed | Led development and worldwide approval of Nexavar® (sorafenib) |
| Bristol-Myers Squibb Pharmaceutical Research Institute | Executive Director, Oncology Clinical Research | Not disclosed | Oncology/immunology clinical leadership |
| Dana-Farber Cancer Institute / Harvard Medical School | Fellow in Medical Oncology; Clinical Fellow in Medicine | Not disclosed | Academic training |
| Yale University School of Medicine | Fellow in Medical Oncology & Pharmacology | Not disclosed | Academic training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IDEAYA Biosciences, Inc. | Director | Current (as of Apr 17, 2025) | Public biotech (oncology) |
| A2 Biotherapeutics | Director | Current (as of Apr 17, 2025) | Private biotech (cell therapy) |
| Deciphera Pharmaceuticals, Inc. | Director | 2019–June 2024 (acquired by Ono) | Public biotech; tenure ended upon acquisition |
| ArQule, Inc. | Director | 2011–2020 (acquired by Merck) | Public biotech; tenure ended upon acquisition |
| Immune Design Corp. | Director | 2016–2019 (acquired by Merck) | Public biotech; tenure ended upon acquisition |
| VBL Therapeutics, Ltd. | Director | 2018–2020 | Public biotech |
| Yale Ventures | Entrepreneur-in-Residence | Current (as of Apr 17, 2025) | Innovation advisory role |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Strategic & Pricing Committee (committee met 3 times in 2024; current members: Kelley, Matz (chair), Johnson, Steele).
- Independence: Board affirmed all directors other than the CEO as independent under Nasdaq Rule 5605(a)(2).
- Attendance and engagement: Board met 11 times in 2024; Nominating & Corporate Governance met 5 times; all directors attended at least 75% of meetings; all directors attended last year’s annual meeting.
- Board class/tenure: Class I director; term runs to the 2027 annual meeting; director since October 2014.
- Shareholder support: In June 2024 director election, Kelley received 28,623,481 “For” votes and 1,709,472 “Withheld” (broker non-votes 24,986,634).
- Cost discipline signal: 2024 board right-sizing from eight to six directors and reduction of non-employee director cash compensation to 25th percentile of peer group.
Fixed Compensation
| Component | Policy/Amount | 2024 Actuals | 2025 Changes |
|---|---|---|---|
| Board annual cash retainer | $39,000 (2024) | Included in fees | Increased to $40,000 (2025) |
| N&CG Committee chair fee | $8,000 (annual) | Included in fees | Unchanged |
| Committee membership fee (N&CG member) | $4,000 (annual) | Not applicable (chair) | Unchanged |
| Meeting fees | None disclosed | None disclosed | None disclosed |
| 2024 total director fees (cash) | Policy permits electing up to 100% retainer in unrestricted stock; otherwise cash quarterly | $47,000 (Kelley) | N/A |
Performance Compensation
| Equity Award | Grant Size | Grant Date Value | Vesting | Exercise Price Policy |
|---|---|---|---|---|
| Annual non-employee director option (2024) | 3,333 options | $12,945 (Kelley, 2024 option awards) | Vests in full on earlier of 1st anniversary or immediately prior to next annual meeting; accelerates on change-of-control | Options must be granted at or above fair market value on grant date |
| Annual non-employee director option (2025) | 4,500 options (increase from 3,333) | Not disclosed | Same vesting mechanics | Same policy |
| Initial director option grant (for new directors) | 5,000 options in 2024 policy (none granted in 2024) | Not applicable | 1/3 annually over 3 years; accelerates on change-of-control | Same policy |
No RSUs/PSUs for directors; equity compensation is exclusively stock options with time-based vesting; no director-specific performance metrics are tied to equity awards.
Other Directorships & Interlocks
| Company | Sector | Relationship to Daré | Potential Interlock/Conflict Notes |
|---|---|---|---|
| IDEAYA Biosciences, Inc. | Oncology biotech | Different therapeutic focus | Board seat; no related-party transactions disclosed at Daré |
| A2 Biotherapeutics | Cell therapy | Different therapeutic focus | Board seat; no related-party transactions disclosed at Daré |
| Prior boards (Deciphera, ArQule, Immune Design, VBL) | Oncology biotech | Historical roles ended via M&A or tenure end | No Daré related-party exposure disclosed |
Expertise & Qualifications
- Medical training and academic fellowships at Dana-Farber/Harvard and Yale; M.D. from Duke University.
- Senior clinical development leadership at Bayer; led regulatory approval program for Nexavar® (sorafenib).
- Executive oncology/immunology roles at Bristol-Myers Squibb; CMO experience at myeloma consortia.
- Entrepreneur-in-Residence at Yale Ventures (innovation ecosystem experience).
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Composition | Notes |
|---|---|---|---|---|
| Susan L. Kelley, M.D. | 20,313 shares (issuable upon exercise of options) | <1% (*) | Consists entirely of options (no reported direct common shares) | As of April 17, 2025; total shares outstanding 8,850,386 |
| Outstanding options (as of Dec 31, 2024) | 20,438 options (name-level disclosure) | N/A | N/A | Year-end options count across all director grants |
| Hedging/pledging | Prohibited; no approvals sought for hedging, margin, or pledging; insider trading policy restricts short-term/speculative trades | N/A | N/A | Applies to directors and related persons |
(*) Less than 1%.
Governance Assessment
- Board role and independence: Kelley is a long-tenured independent director (since 2014) and chairs Nominating & Corporate Governance, positioning her to lead board composition, evaluation, succession planning, and governance guideline oversight.
- Engagement: N&CG met five times in 2024; Board met 11 times; all directors met at least 75% attendance; all directors attended the prior annual meeting—solid engagement.
- Shareholder support: Strong 2024 re-election support (28.6M “For”); Daré’s 2024 say-on-pay received over 88% support, indicating general investor alignment with governance and compensation frameworks.
- Compensation alignment: Director pay mix remains modest (cash retainer + small, time-based options); 2025 increased option grant to 4,500 indicates modest equity alignment while maintaining governance best practices (no repricing, 1-year minimum vesting, fair market value exercise pricing, director equity cap).
- Ownership alignment signals: Kelley’s beneficial ownership consists solely of options with <1% stake; Daré prohibits hedging/pledging—reduces misalignment risk but indicates limited “skin-in-the-game” via direct common ownership for this director.
- Conflicts/related-party: No related-party transactions disclosed involving Kelley; Daré’s only related party disclosure concerns the CEO’s family member employment, reviewed by the Audit Committee.
RED FLAGS
- None disclosed specific to Kelley: no related-party transactions, legal proceedings, hedging/pledging, or option repricing noted.
- Note: Limited direct common-share ownership could be viewed as a softer alignment signal; however, time-based options and policy prohibitions mitigate risk.
Additional Signals
- Strategic & Pricing Committee membership and activity (3 meetings in 2024) indicate active involvement in accelerated oversight between board meetings.
- Board right-sizing and non-employee director cash retainer reduction to 25th percentile of peers in 2024 support cost discipline and governance responsiveness to company size.