Ruben Garcia
About Ruben Garcia
Ruben A. Garcia, 48, has served as FibroBiologics’ General Counsel since March 1, 2024, with prior senior legal roles at public biopharma companies and Am Law 100 law firms . He holds a B.A. in Government and Economics from Georgetown University and a J.D. from Stanford Law School . For 2024, his incentive plan evaluation reflected 95% achievement of personal objectives and 60% attainment of company “stretch” goals, supporting a non‑equity incentive payout; he also received a large option grant in connection with his hire and year‑end awards . Company‑level TSR, revenue growth, and EBITDA growth were not disclosed in the proxy’s executive sections for benchmarking Mr. Garcia’s performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AcelRx Pharmaceuticals, Inc. (n/k/a Talphera, Inc.) | SVP, General Counsel and Corporate Secretary | Apr 2019 – Feb 2022 | Responsible for all legal and compliance matters . |
| Ultragenyx Pharmaceutical Inc. | Senior Corporate Counsel and Assistant Secretary | Nov 2016 – Apr 2019 | Responsibility for SEC and governance matters . |
| Vinson & Elkins LLP | Attorney | Not disclosed | Capital markets, securities offerings, corporate governance, M&A practice areas . |
| Jones Day | Attorney | Not disclosed | Capital markets, securities offerings, corporate governance, M&A practice areas . |
External Roles
- No additional public company directorships or external governance roles were disclosed for Mr. Garcia in the executive officer biographies section of the proxy .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base salary rate ($) | $325,000 . |
| Salary paid ($) | $270,833 (pro‑rated from Mar 1, 2024 start) . |
| Target bonus (% of salary) | 35% . |
| Non‑equity incentive payout ($) | $142,188 (based on 2024 goals) . |
| Sign‑on cash bonus ($) | $15,000 (new‑hire) . |
| All other compensation ($) | $41,548 . |
| Total compensation ($) | $2,752,843 . |
Breakdown of “All Other Compensation” (FY 2024):
- 401(k) match: $15,525 .
- Health care benefits: $7,617 .
- Relocation expenses: $18,406 .
Performance Compensation
2024 annual bonus design and outcomes:
- Target opportunity: 35% of base salary ($113,750) .
- Stretch opportunity: up to an additional 50% of target based on R&D, business development, and financing goals .
- 2024 results: Company achieved 60% of stretch goals; Mr. Garcia achieved 95% of personal objectives; payout reflected these determinations and was paid in early 2025 .
| Component | Metric/Focus | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Annual cash bonus (non‑equity incentive) | Personal objectives; company stretch goals | 35% of base ($113,750) | $142,188 | 60% stretch achieved; 95% personal objectives achieved . |
| Discretionary/other bonus | New‑hire sign‑on | — | $15,000 | Paid at commencement of employment . |
Equity incentives (granted under 2022 Stock Plan):
- New‑hire option: 180,000 options at $13.00, vesting 25% on March 1, 2025 and 1/48th monthly thereafter; expiration Feb 28, 2034 .
- Year‑end option: 176,200 options at $2.36, vesting 25% on December 27, 2025 and 1/48th monthly thereafter; expiration Dec 26, 2034 .
- Aggregate option grant date fair value reported in 2024 SCT: $2,283,274 (ASC 718) .
| Grant Date | Type | Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 03/01/2024 | Stock option | 180,000 | 13.00 | 25% on 03/01/2025; monthly over 36 months thereafter | 02/28/2034 . |
| 12/27/2024 | Stock option | 176,200 | 2.36 | 25% on 12/27/2025; monthly over 36 months thereafter | 12/26/2034 . |
Equity Ownership & Alignment
| As of date | Common shares beneficially owned | Ownership % of common | Notes |
|---|---|---|---|
| Apr 21, 2025 | 56,250 | <1% | Based on 38,262,586 shares outstanding . |
Outstanding and vesting status (as of Dec 31, 2024):
- Options exercisable: 0 .
- Options unexercisable: 180,000 @ $13.00 (exp. 2034‑02‑28); 176,200 @ $2.36 (exp. 2034‑12‑26) .
- Anti‑hedging/pledging: Insider trading policy prohibits trading derivatives, pledges, or hedging by executive officers (mitigates hedging/pledging risk) .
| Category | Detail |
|---|---|
| Stock ownership guidelines | Not disclosed for executives in the cited proxy sections . |
| Hedging/pledging | Prohibited for directors and executive officers . |
| Clawback policy | Adopted to comply with Exchange Act Section 10D/Nasdaq; applies to current/former executive officers for 3 prior completed fiscal years in restatement scenarios . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement date | February 29, 2024 . |
| Position | General Counsel . |
| Base salary | $325,000 . |
| Annual bonus target | Up to 35% of base salary . |
| New‑hire equity | 180,000 options; 25% at 1‑year; monthly over 36 months thereafter; strike equals grant‑date fair market value . |
| Year‑end equity (2024) | 176,200 options; 25% at 12/27/2025; monthly over 36 months; strike $2.36 . |
| Sign‑on bonus | $15,000 . |
| Relocation | Up to $30,000 . |
| Severance (no cause) | 9 months’ base salary . |
| At‑will | Yes . |
Additional Governance and Disclosures Relevant to Risk Signals
- Section 16 reporting: The company disclosed late filings for multiple insiders in 2024, including Mr. Garcia (late Form 3 and one Form 4), attributing this to administrative error/oversight .
- Equity grant timing: Compensation Committee approves awards on/around grant dates; 2024 grants disclosed with pricing context; no MNPI timing to influence awards per company statement .
Investment Implications
- Pay-for-performance and alignment: Garcia’s 2024 pay mix is heavily equity‑weighted (ASC 718 option value $2.28M) relative to cash compensation, with bonus outcomes explicitly tied to company and individual objectives (95% personal, 60% stretch), indicating meaningful at‑risk compensation linked to execution milestones .
- Retention risk and unlock cadence: Dual option grants create significant vesting events across 2025–2028 (25% cliffs on 03/01/2025 and 12/27/2025, then monthly vesting), which can influence retention and potential exercise/sale windows as tranches vest .
- Downside protections and shareholder safeguards: Severance is limited to nine months’ base salary (no disclosed change‑of‑control acceleration specific to Mr. Garcia in the cited sections), and both a clawback policy and anti‑hedging/anti‑pledging policy are in place, which generally support investor alignment and limit hedging‑related misalignment .
- Process and controls: The company’s admission of late Section 16 filings (including Garcia) is a minor governance blemish but was attributed to administrative oversight; continued monitoring of timely insider reporting is warranted for compliance discipline .
Note: Company‑level TSR, revenue growth, and EBITDA growth versus Mr. Garcia’s tenure were not disclosed in the proxy sections reviewed; no additional change‑of‑control terms specific to Mr. Garcia were disclosed beyond the severance provision in his employment agreement .