David Baker
About David Baker
David Baker (age 61) is a Class I director of GRI Bio, Inc. He served on the board January 15, 2019–August 23, 2019 and was re-appointed upon Vallon’s IPO on February 12, 2021; he previously served as Vallon’s President & CEO until April 12, 2023, and is now President/Consultant at DB Biopharma Consulting LLC (since April 2023). He holds a B.A. in Economics and Computer Science (Magna Cum Laude) and an MBA in Marketing, both from Duke University’s Fuqua School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vallon Pharmaceuticals (pre-merger) | President & CEO | Jan 15, 2019 – Apr 12, 2023 | Led development/commercial strategy; CEO role renders him non‑independent within 3 years |
| Alcobra Ltd. (Arcturus) | Interim CEO & Chief Commercial Officer | Prior to Vallon | Oversaw ADAIR development |
| Shire Pharmaceuticals | VP Commercial Strategy & New Business; Global GM for Vyvanse; VP Marketing ADHD | ~10 years prior to Alcobra | Led Vyvanse launch and global expansion (Japan, Canada, Brazil) |
| Merck & Co. | Marketing, Sales, Market Research, Biz Dev roles | 1990–2004 | Increasing responsibility across commercial functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DB Biopharma Consulting LLC | President & Consultant | Since Apr 2023 | Life sciences consulting |
| Benchworks, Inc. (private) | Director | Ongoing | Private healthcare advertising agency board service |
Board Governance
- Independence: Board determined David Baker is not independent (alongside CEO W. Marc Hertz) under SEC and Nasdaq rules .
- Board class and term: Class I director; will serve until the 2027 annual meeting, subject to election cycles noted in the proxy .
- Committee membership: No committee assignments disclosed for Baker (audit, compensation, nominating memberships are identified for other directors; Baker is not listed) .
- Attendance: In 2024, the board met 5 times and committees met 11 times; each director attended 100% of board and their committee meetings. No directors attended the 2024 Annual Meeting of Stockholders .
| Governance Item | Value | Notes |
|---|---|---|
| Independence status | Not independent | Prior executive role within 3 years |
| Audit/Comp/Nominating committees | None | Baker not shown as a member |
| 2024 board meetings | 5 (100% attendance) | Committee meetings: 11 (100% for members) |
| 2024 Annual Meeting attendance | None attended | Potential investor engagement concern |
Fixed Compensation
| Year | Cash Fees (Retainer/Chair/Mtg) | Total Cash | Notes |
|---|---|---|---|
| 2024 | $40,000 | $40,000 | No options granted in 2024 to Baker |
- Chair retainer policy (for context): Audit Chair $15,000; Compensation Chair $12,000; Nominating Chair $10,000; Board Chair $30,000; chair retainers may be taken as stock options in lieu of cash .
Performance Compensation
| Item | Grant Date | Shares/Options | Vesting | Notes |
|---|---|---|---|---|
| Annual director option grant (non‑chair) | Jan 2025 | 1,782 options | Vested at grant | Applies to each director other than chairman; Baker qualifies |
| Outstanding option awards (as of 12/31/24) | — | 23 shares underlying options | — | Granted prior to FY 2024 |
- No director performance metrics (TSR, revenue/EBITDA goals) tied to director compensation are disclosed in the proxy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Benchworks, Inc. | Private | Director | None disclosed with GRI customers/suppliers |
- No current public company directorships for Baker are disclosed .
Expertise & Qualifications
- Deep CNS/commercial expertise; led Vyvanse launch and global expansion; experience across osteoporosis, migraine, hyperlipidemia markets .
- Senior commercial roles at Shire; broad commercial/BD background at Merck .
- Former biopharma CEO; current consulting experience .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Jun 30, 2025 | 1,800 | <1% (based on 2,496,800 shares outstanding) | Options exercisable within 60 days (no direct common shares disclosed) |
- Directors and executive officers as a group owned 0.86% of outstanding shares as of June 30, 2025 .
- No pledging, hedging or ownership guidelines disclosures for directors are provided in the proxy; none noted for Baker .
Governance Assessment
- Independence/Committee impact: Baker is not independent, limiting eligibility for audit/compensation/nominating committees—reducing independent oversight breadth. As a result, he holds no committee roles .
- Attendance & engagement: Strong meeting attendance (100%), but no directors attended the 2024 annual meeting—a negative signal for investor engagement .
- Pay structure and alignment: 2024 director pay for Baker was entirely cash ($40,000). In January 2025, directors (non‑chair) received immediate‑vesting options (1,782), shifting compensation toward equity but without performance conditions—limited pay‑for‑performance linkage for directors .
- Ownership alignment: Baker’s beneficial ownership is exclusively via near‑term exercisable options (1,800 shares), representing <1%—skin‑in‑the‑game is modest; overall board/executive ownership is also very low (0.86%) .
- Plan safeguards: The A&R 2018 Plan prohibits option repricing without shareholder approval and caps non‑employee director compensation ($750,000 annually; $1,000,000 in the initial service year), which is governance‑friendly .
- Related‑party oversight: Audit committee oversees related‑party transactions; policy requires review/approval beyond $120,000 or 1% of average year‑end assets. No specific related‑party transactions involving Baker are disclosed, aside from board/option grants .
- RED FLAGS:
- Not independent due to recent executive tenure, constraining committee participation .
- No directors attended the 2024 Annual Meeting (poor shareholder engagement signal) .
- Director equity awards vest immediately and lack performance conditions for directors (weak alignment) .
Overall, Baker brings valuable commercial/CEO experience, but his non‑independent status and the board’s low ownership/engagement profile temper investor confidence in governance rigor .