William Rastetter
Dare BioscienceAbout William H. Rastetter, Ph.D.
Independent director and Chair of the Board at Daré Bioscience since July 2019; director since January 2014. Age 77; education includes S.B. from MIT and M.A./Ph.D. from Harvard. Extensive biotech leadership (Biogen Idec/Idec, Venrock, Grail, Illumina) and current public board chair roles, with board-validated financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen Idec Inc. | Executive Chairman (prior) | Not disclosed | Executive leadership, industry credentials |
| Idec Pharmaceuticals | Chairman & CEO (prior) | Not disclosed | Led company through growth phase |
| Venrock Associates | Partner | 2006–2013 | VC experience; portfolio governance |
| Illumina, Inc. | Director; Chairman | Director 1998–Jan 2016; Chairman 2005–2016 | Led board during scale-up; industry influence |
| Grail, Inc. | Founding Director; Interim CEO & Chairman | Founded 2016; Interim CEO/Chair 2017–2018; Director until 2021 | Early-stage leadership; sale to Illumina in 2021 |
| Receptos, Inc. | Co-founder; Acting CEO; Chairman | Acting CEO 2009–2010; Chairman 2009–2015 | Built and exited high-profile biotech |
| Genentech, Inc. | Director of Corporate Ventures | Not disclosed | Corporate venture leadership |
| MIT; Harvard University | Faculty positions; Alfred P. Sloan Fellow | Not disclosed | Academic credentials |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Chairman | Current | Public company; chair role |
| Fate Therapeutics, Inc. | Chairman | Current | Public company; chair role |
| Regulus Therapeutics, Inc. | Director | Current | Public company board |
| Iambic, Inc. (private) | Director | Current | AI-driven drug design |
| Illumina Ventures | Advisor | Current | VC advisor |
| San Diego Squared (non-profit) | Co-founder & Chairman | Current | STEM workforce charity |
Board Governance
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules; Rastetter is independent .
- Leadership: Chair and CEO roles separated; Chair sets agendas/materials; structure enhances objective oversight .
- Committees and roles: | Director | Audit | Compensation | Nominating & Corporate Governance | |---|---|---|---| | William H. Rastetter, Ph.D. | — | Chair | — |
- Meetings and attendance: Board met 11x in 2024; Audit 8x, Compensation 4x, Nominating 5x; all directors attended ≥75% of their meetings .
- Strategic & Pricing Committee (for accelerated actions): Members are Kelley, Matz (Chair), Johnson, Steele; Rastetter not a member; committee met 3x in 2024 .
- Audit Committee practice: Routine executive/private sessions each quarter; Matz designated “audit committee financial expert” .
Fixed Compensation
| Component | Amount/Term | 2024 Actual (Rastetter) |
|---|---|---|
| Board Chair annual retainer (cash) | $69,000 | Included in fees |
| Compensation Committee Chair fee (cash) | $10,000 | Included in fees |
| Committee membership fees (if any) | Audit $7,500; Comp $5,000; N&CG $4,000 | N/A for Rastetter beyond chair role |
| Equity – Annual stock option grant | 3,333 shares (2024); vests at next AGM or 1-year; COC accelerates; strike at grant FMV | Grant-date fair value $12,945 |
| 2024 Director compensation – Cash fees | $79,000 | Paid in cash; directors may elect stock in lieu of cash |
| 2024 Director compensation – Total | $91,945 | Cash + option award |
| Expense reimbursement | Reasonable travel/meeting expenses | Standard policy |
- 2025 changes: Non-employee director retainer increased to $40,000; annual option grant raised to 4,500 shares (initial award scaled to maintain 1.5x multiple), per Aon benchmarking .
Performance Compensation
- No performance-based director pay disclosed (options are time-based vesting and accelerate upon change-in-control; no PSUs/RSUs for directors). | Performance metric linkage to director pay | Status | |---|---| | Cash retainer tied to targets | None disclosed | | Equity award vesting tied to performance (TSR/financial) | None; time-based vest; COC acceleration |
Other Directorships & Interlocks
| Company | Industry | Role | Potential interlock/conflict notes |
|---|---|---|---|
| Neurocrine Biosciences | Biopharma | Chairman | Multiple concurrent chair roles; no related-party transactions with Daré disclosed |
| Fate Therapeutics | Biopharma | Chairman | Same as above |
| Regulus Therapeutics | Biopharma | Director | No related-party transactions disclosed |
| Iambic (private) | AI drug discovery | Director | Private; no transactions disclosed |
Expertise & Qualifications
- Biotech operating and board leadership; capital markets and “financial matters” experience per board biography .
- Extensive governance experience across public boards; prior VC and corporate venture roles .
- Academic pedigree: MIT SB; Harvard MA/PhD; Sloan Fellow .
Equity Ownership
| Holder | Beneficial shares | % outstanding | Notes |
|---|---|---|---|
| William H. Rastetter, Ph.D. | 21,182 | <1% | Includes 20,323 shares issuable upon exercise of stock options; outstanding shares held by Rastetter Family Trust U/A 09/02/2010; co-trustee with shared investment/dispositive power |
| Options outstanding (director ledger, 12/31/2024) | 20,437 | — | As of year-end 2024, options to purchase this number of shares |
- Hedging/pledging policy: Company prohibits short sales, margin loans, and hedging devices for personnel (includes directors); as of proxy date no approvals sought for exceptions .
Governance Assessment
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Positive signals:
- Independent Chair separate from CEO; board-majority independence; committee chairs designated; regular evaluations; director education and external governance expert engagement .
- Strong audit governance (financial expert designated; executive/private sessions) .
- Director pay structure modest and aligned to equity via options; no repricing without stockholder approval; director equity grant cap $500,000; minimum vesting requirements; no evergreen; change-in-control treatment explicitly constrained .
- Say-on-pay support 88% in 2024, indicating shareholder confidence in compensation oversight .
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Monitoring items:
- Overboarding considerations: concurrent chair roles at Neurocrine and Fate plus other boards—no attendance issues disclosed (≥75% met), but portfolio managers may monitor bandwidth and potential information flow dynamics across biopharma boards .
- Related-party exposure: none disclosed for Rastetter; company-level related-party employment (CEO’s daughter) is overseen by the Audit Committee, not linked to Rastetter .
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RED FLAGS: None disclosed specific to Rastetter (no legal proceedings, pledging, or related-party transactions; attendance threshold met) .
Overall, Rastetter’s independent chairmanship, compensation committee leadership, and broad biotech governance experience are supportive of board effectiveness; monitor multi-board commitments and maintain vigilance on change-in-control equity acceleration terms and director equity grant sizing in 2025 relative to dilution. **[1401914_0001401914-25-000014_dare-20250424.htm:12]** **[1401914_0001401914-25-000014_dare-20250424.htm:13]** **[1401914_0001401914-25-000014_dare-20250424.htm:41]** **[1401914_0001401914-25-000014_dare-20250424.htm:49]**