Camilla Simpson
About Camilla V. Simpson
Camilla V. Simpson, M.Sc., age 53, has served as an independent director of GRI Bio, Inc. since April 2023, bringing deep regulatory affairs and portfolio leadership experience from BioMarin and Shire, alongside current operating roles in biotech ventures. She holds a B.Sc. from University College Galway, a B.Sc. (Hons) from Kingston University, and an M.Sc. with distinction from the University of London .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical | SVP, Head of Product Portfolio Development | Apr 2017 – Apr 2019 | Led corporate/R&D governance, program leadership, CI, portfolio strategy, business analytics |
| BioMarin Pharmaceutical | Group VP, Global Regulatory Affairs | Oct 2014 – Apr 2017 | Global regulatory leadership |
| BioMarin Pharmaceutical | VP, Regulatory Affairs EU | Mar 2014 – Oct 2014 | EU regulatory oversight |
| Shire | VP, Regulatory Affairs Early Development & Business Development | ~12 years culminating in VP role | Early development RA and BD; progressive leadership roles |
| Rare Strategic, LLC | Managing Member & President | Since Apr 2019 | Strategic advisory to biotech companies |
| Dyve Biosciences | Director | Since Dec 2020 | Private company board role |
| Zehna Therapeutics | Chief Executive Officer | Since Apr 2021 | Early-stage biotech CEO; Cleveland Clinic spin-out |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Spruce Biosciences (NASDAQ: SPRB) | Director | Since Oct 2017 | Public company directorship; potential industry interlock in biotech |
| Zehna Therapeutics | CEO | Since Apr 2021 | Early-stage biotech; operating role concurrent with GRI directorship |
| Rare Strategic, LLC | Managing Member & President | Since Apr 2019 | Biotech consulting; possible related-party exposure monitored via GRI audit committee policy |
| Dyve Biosciences | Director | Since Dec 2020 | Private company; biotech network |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member and Chair; Nominating & Corporate Governance Committee member .
- Independence: Each member of the Audit, Compensation, and Nominating & Corporate Governance Committees— including Ms. Simpson— is independent under SEC and Nasdaq standards .
- Attendance: Board held 5 meetings and committees held 11 in FY2024; each director attended 100% of applicable board and committee meetings .
- Board leadership: CEO and Chair roles separated; Chair is non-executive (David Szekeres) .
- Election/tenure: Nominated as Class II director to serve until 2028; up for election at Aug 13, 2025 Annual Meeting .
Fixed Compensation
| Component | 2023 ($) | 2024 ($) | Notes |
|---|---|---|---|
| Cash Fees (Board + Committees + Chair fees) | 45,062 | 64,500 | 2024 program provides: Board $40,000; Audit $7,500; Compensation $6,000; Nominating $5,000; Comp Chair +$12,000 (actual payout aggregated in table) |
| Meeting Fees | — | — | No per-meeting fees disclosed |
| Other Cash Retainers | — | — | No additional director cash benefits disclosed |
Performance Compensation
| Grant Type | Grant Date | Number of Shares/Options | Vesting | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Stock Options | Aug 10, 2023 | 378 | 8.33% at grant; 8.33% quarterly (1/12th) thereafter over one year | 89,264 | Director annual grant structure; standard vesting cadence |
| Stock Options | Jan 2025 (in lieu of 2024 annual meeting grant) | 1,782 | Vested at grant | N/A (not disclosed) | All directors except Board Chair received 1,782; Chair received 3,055 |
| Program Design (Non-Employee Directors) | Initial grant on joining | Shares equal to $100,000/close price | Quarterly over 3 years | N/A | Alternative annual grants equal to $50,000/close price; option in lieu of cash available |
| Performance Metrics | — | — | — | — | No director performance-linked metrics (e.g., TSR/EBITDA) disclosed for director pay |
The A&R 2018 Plan prohibits option repricing without shareholder approval and allows broad discretion for award treatment upon change-in-control, including potential acceleration, assumption, substitution, or termination of awards .
Other Directorships & Interlocks
| Company | Ticker | Role | Overlap/Conflict Commentary |
|---|---|---|---|
| Spruce Biosciences | SPRB | Director | Same biotech sector; no specific related-party transactions disclosed by GRI involving Simpson/Spruce |
| Dyve Biosciences | — | Director | Private biotech; general industry interlock |
| Zehna Therapeutics | — | CEO | Operating role could present general time/attention considerations; no related-party transactions disclosed |
| Rare Strategic, LLC | — | Managing Member & President | Consulting to biotech; GRI audit committee oversees related person transactions per policy |
Expertise & Qualifications
- Regulatory affairs leadership (BioMarin: VP EU RA; Group VP Global RA) and portfolio governance (SVP Product Portfolio Development), plus 12 years of RA/BD roles at Shire .
- Board and operating experience across multiple biotech entities (Spruce Biosciences director; Zehna Therapeutics CEO; Dyve Biosciences director; Rare Strategic founder) .
- Advanced science credentials (B.Sc., B.Sc. Hons., M.Sc. with distinction) .
Equity Ownership
| Date (Reference) | Shares Beneficially Owned (Nature) | Ownership % |
|---|---|---|
| Dec 5, 2023 (as of) | 5,747 shares issuable pursuant to stock options exercisable within 60 days | <1% |
| Apr 22, 2024 (as of) | 1,642 shares issuable pursuant to stock options exercisable within 60 days | <1% |
| Aug 1, 2024 (as of) | 158 shares of common stock issuable pursuant to options exercisable within 60 days | <1% |
| Jan 1, 2025 (as of) | 221 shares of common stock issuable pursuant to stock options exercisable within 60 days | <1% |
| Jun 30, 2025 (as of) | 1,799 shares of common stock issuable pursuant to stock options exercisable within 60 days | <1% |
Section 16(a) compliance: GRI reported all directors and officers complied with Section 16(a) reporting requirements for 2024 .
Board Governance (Detail)
| Committee | Membership | Chair | Independence Noted |
|---|---|---|---|
| Audit | Member (Simpson) | Chair: David Szekeres | Yes (SEC/Nasdaq audit committee independence standards) |
| Compensation | Chair (Simpson) | Chair: Camilla V. Simpson | Yes (SEC/Nasdaq compensation committee independence) |
| Nominating & Corporate Governance | Member (Simpson) | Chair: Roelof Rongen | Yes (SEC/Nasdaq nominating independence) |
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) Filing Compliance | Compliant | Company reports no delinquencies for 2024 |
Compensation Committee Analysis
- Committee composition and role: Simpson chairs the Compensation Committee; committee oversees executive/director pay, administers A&R 2018 Plan, and determines CEO compensation without CEO present .
- Independent advisor: Anderson Pay Advisors engaged in 2023 and 2024; committee assessed independence and found no conflicts of interest .
- Program guardrails: Non-employee director annual value cap of $0.75 million ($1.0 million in the year of initial board service) under A&R 2018 Plan; prohibition on repricing without shareholder approval .
Governance Assessment
- Strengths: 100% attendance in 2024, multi-committee engagement including chairing Compensation, and explicit independence across committees support governance quality and board effectiveness .
- Alignment: Cash compensation is modest for micro-cap context; equity awards and plan-level constraints (no repricing; annual caps) enhance alignment; Section 16(a) compliance bolsters investor confidence .
- Potential conflicts: External roles (CEO of Zehna; managing member of Rare Strategic; director at Spruce, Dyve) create industry interlocks; however, GRI’s audit committee reviews all related person transactions and no specific related-party transactions involving Simpson are disclosed in the proxies reviewed .
- Overall signal: Active committee leadership with clean attendance and compliance, plus use of independent comp consultant, point to robust governance; ongoing monitoring of any consulting engagements or interlocks remains prudent given sector overlap .