Camilla Simpson
About Camilla Simpson
Camilla V. Simpson, M.Sc., 53, is an independent director of Spruce Biosciences (SPRB) and has served on the board since October 2017. She is CEO of Zehna Therapeutics (since April 2021) and leads Rare Strategic, LLC (Managing Member and President since April 2019), with prior senior roles at BioMarin and Shire spanning global regulatory affairs and product portfolio governance; she holds a B.Sc (University College Galway), B.Sc. Hons (Kingston University), and an M.Sc. with distinction (University of London) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | SVP, Head of Product Portfolio Development (corporate and R&D governance, program leadership, portfolio strategy) | Apr 2017–Apr 2019 | Led governance and portfolio oversight |
| BioMarin Pharmaceutical Inc. | Group Vice President, Global Regulatory Affairs | Oct 2014–Apr 2017 | Global regulatory leadership |
| BioMarin Pharmaceutical Inc. | Vice President, Regulatory Affairs EU | Mar 2014–Oct 2014 | EU regulatory leadership |
| Shire plc | Vice President, Regulatory Affairs Early Development and Business Development (after multiple roles of increasing responsibility) | ~12 years (dates not individually specified) | Early development regulatory strategy and BD |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Zehna Therapeutics, Inc. | Chief Executive Officer | Since Apr 2021 | Private | Not disclosed |
| Rare Strategic, LLC | Managing Member & President | Since Apr 2019 | Private | Advisory/consulting firm |
| Dyve Biosciences, Inc. | Director | Since Dec 2020 | Private | Not disclosed |
| GRI Bio, Inc. | Director | Since Apr 2023 | Public | Not disclosed |
Board Governance
- Independence: The Board affirmed Simpson is independent under Nasdaq rules; non-independent directors were Szwarcberg, Ways, and Grey .
- Committee assignments: Audit Committee member (effective May 22, 2024) ; Compensation Committee member ; Nominating & Corporate Governance Committee Chair (appointed March 26, 2025) .
- Attendance: Board met 11 times in 2024; all directors except Dr. Muralidhar attended at least 75% of Board and committee meetings—Simpson met the ≥75% threshold .
- Executive sessions: Non-employee directors held four executive sessions in 2024 .
- Board meeting participation at annual meeting: All directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Cash fees | $53,577 | Director fees earned/paid in cash |
| Option awards (grant-date fair value) | $19,224 | Computed per FASB ASC 718; actual value realized depends on stock price vs. exercise price |
| Total | $72,801 | Sum of cash fees and option award fair value |
Director compensation policy (applicable to all non-employee directors):
- Annual cash retainer: $40,000
- Executive Chair additional retainer: $30,000
- Committee member retainers: Audit $7,500; Compensation $5,000; Nominating $4,000
- Committee chair retainers: Audit $15,000; Compensation $10,000; Nominating $8,000
- Equity: Initial option grant 60,000 shares vesting over 3 years; annual option grant 30,000 shares vesting by next annual meeting; accelerates on change in control
Performance Compensation
| Metric Category | Tied to Director Pay? | Details |
|---|---|---|
| Performance-based equity (PSUs/targets) | No | Director compensation comprises cash retainers and stock options; no performance metrics disclosed for directors |
| Meeting fees | Not applicable | Policy described via annual retainers; no per-meeting fees disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| GRI Bio, Inc. | Public | Director (since Apr 2023) | No SPRB-related transactions disclosed |
| Dyve Biosciences, Inc. | Private | Director (since Dec 2020) | No SPRB-related transactions disclosed |
- Related-party transactions oversight resides with Audit Committee (Simpson is a member); SPRB’s policy requires Audit Committee/Board review/approval of related-party transactions >$120,000 .
- SPRB disclosed a 2023 private placement with certain 5% holders; no transactions involving Simpson were reported .
Expertise & Qualifications
- Deep regulatory affairs and portfolio governance expertise from BioMarin and Shire; strategic leadership in rare disease therapeutics .
- Board skills matrix attributes include Governance and Public Policy/Regulatory among skills carried by directors (Simpson listed within matrix) .
- Global business exposure and healthcare/R&D experience consistent with SPRB’s industry .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Ownership % of Outstanding | Composition | Notes |
|---|---|---|---|---|
| Camilla V. Simpson | 157,617 | <1% | Options exercisable within 60 days | No common shares disclosed; options only per footnote |
- Hedging/pledging: SPRB’s insider trading policy prohibits hedging and pledging of company securities for all directors; no pledging disclosed for Simpson .
- Ownership guidelines: No director stock ownership guidelines disclosed in proxy .
Governance Assessment
- Committee leadership and breadth: Simpson chairs Nominating & Corporate Governance and serves on Audit and Compensation—central to board refresh, governance guidelines, related-party review, and pay oversight .
- Independence and attendance: Independent with ≥75% attendance in 2024, supporting board effectiveness and investor confidence .
- Ownership alignment: Simpson’s reported beneficial ownership consists of options exercisable within 60 days and represents <1% of shares outstanding; absence of disclosed common share holdings may prompt alignment questions, albeit option grants are standard for SPRB directors and accelerate on change-in-control per policy .
- Compensation consultant independence: The Compensation Committee engaged Aon in 2023; management engaged an Aon affiliate for insurance brokerage in 2024 ($150,000). Aon provided independence safeguards, but the affiliate relationship warrants monitoring for consultant conflicts in director/executive pay decisions .
- RED FLAGS (company context): Reverse stock split proposal driven by Nasdaq bid-price noncompliance and delisting risk; going-concern disclosure highlights near-term capital needs—board capital markets and governance rigor will be scrutinized; while not director-specific, this environment heightens the importance of Audit/Nominating leadership (roles held by Simpson) .