Javier Szwarcberg
About Javier Szwarcberg
Javier Szwarcberg, M.D., MPH, age 55, has served as Spruce Biosciences’ Chief Executive Officer and a director since January 2022; he previously held senior roles at BioMarin, Ultragenyx, and Horizon and holds an M.D. from the University of Buenos Aires and an MPH from Harvard T.H. Chan School of Public Health . He is described as an accomplished physician-executive with leadership across 22 clinical trials and a track record of four successful drug approvals . During 2024–2025, Spruce faced capital market stress (going concern explanatory paragraph; reverse split proposal) which shaped incentive design and governance focus areas .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioMarin Pharmaceutical Inc. | Group Vice President, Head of Product & Portfolio Development | 2020–2022 | Led portfolio development; senior governance across R&D and product strategy |
| Ultragenyx Pharmaceutical Inc. | Senior Vice President, Program & Portfolio Management | 2017–2020 | Oversaw program/portfolio management in rare disease pipeline |
| Horizon Pharma plc | Vice President, Clinical Development & Business Development | 2016–2017 | Advanced clinical development and BD initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Abalone Bio | Scientific Advisor | As of Jan 2022 | Cited in appointment press release |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $580,000 | $610,000 |
| Bonus ($) | $47,850 (discretionary adjustment on STI) | $335,500 (retention bonus) |
| All Other Compensation ($) | $5,000 (401(k) match) | $5,000 (401(k) match) |
| Non-Equity Incentive Plan ($) | $319,000 (2023 STI paid in early 2024) | — (retention bonuses recorded as “Bonus”) |
Performance Compensation
| Year | Instrument | Grant Date | Shares | Fair Value Basis | Performance Metric | Vesting Schedule |
|---|---|---|---|---|---|---|
| 2024 | RSU | Mar 14, 2024 | 358,800 | Closing price; market value shown at $0.42 at 12/31/24 for valuation table | Time-based | 25% on Dec 10, 2025; remaining 75% in annual installments thereafter, subject to service |
| 2024 | PSU | Mar 14, 2024 | 358,800 | Grant-date fair value $0.8106/share | Financing/strategic objectives; also vest upon CoC or equity financing ≥$50M gross proceeds | Single tranche upon achievement; subject to service |
| 2023 | RSU | Dec 14, 2023 | 358,000 | Closing price; market value table uses $2.93 at 12/29/23 | Time-based | 25% on Dec 15, 2024; remaining in annual installments, subject to service |
| 2023 | PSU | Dec 14, 2023 | 358,000 | Fair value $1.68/share at grant; assumes probable outcome | Specified clinical development milestones anticipated in 2024 | Vest upon milestone achievement; subject to service |
Additional outstanding equity (as of 12/31/2024):
- Options: 546,875 exercisable and 203,125 unexercisable from time-based grant at $4.59 (expires 1/2/2032) ; 125,000 milestone option exercisable at $4.59 (expires 1/2/2032) .
- Unvested RSUs: 222,000 (12/5/2022 grant), 269,100 (12/14/2023 grant), 358,800 (3/14/2024 grant) with valuation at $0.42 as of 12/31/2024 .
- Unearned PSUs: 358,800 (3/14/2024 grant), valuation at $0.42 as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Apr 1, 2025) | 1,217,191 shares (2.8% of outstanding) |
| Breakdown | 467,191 shares held directly; 750,000 options exercisable within 60 days |
| Vested vs Unvested | As of 12/31/2024: RSUs unvested 222,000 + 269,100 + 358,800; PSUs unearned 358,800 |
| Options – Exercisable vs Unexercisable | 546,875 exercisable / 203,125 unexercisable (time-based); 125,000 exercisable (milestone) |
| Pledging/Hedging | Prohibited for directors and officers under Insider Trading Policy |
| Ownership Guidelines | Not disclosed in proxy materials reviewed |
Insider reporting note: administrative delays resulted in untimely Form 4 filings for Dr. Szwarcberg (RSU vesting/net settlement) .
Employment Terms
- Start date and role: Appointed CEO and director effective January 3, 2022; serves as Class III director .
- Initial compensation terms: Base salary $540,000; target bonus 50% of base; inducement options for 1,000,000 shares at $4.59—750,000 time-based (25% at 1-year then monthly), 250,000 performance-based (50% on successful enrollment of CAHmelia-204, 50% on announcement of positive data) .
- Subsequent adjustments: Target bonus increased to 55% for 2023; base salary increased to $610,000 for 2024 .
- Severance/change-in-control (Severance Plan):
- Regular termination: 12 months salary continuation and up to 12 months COBRA for CEO .
- Change-in-control termination (double trigger): 18 months salary continuation, lump-sum of target bonus, up to 18 months COBRA, and full acceleration of post-IPO equity awards (PSUs vest at 100% target); inducement option acceleration applies only if CoC effective on/after Jan 3, 2023 .
- Clawbacks: SOX 304 reimbursement for restatements due to misconduct and Dodd-Frank-compliant incentive recoupment policy .
- At-will employment; standard confidentiality/IP assignment agreement; D&O indemnification .
Board Governance
- Board service: CEO and director since Jan 2022; term continuing to the 2026 annual meeting .
- Independence: Board determined all directors except Dr. Szwarcberg, Dr. Ways, and Mr. Grey were independent in 2024; prior to his interim CMO service, Dr. Ways was independent .
- Board leadership: Independent Chair (Michael Grey), with separation of Chair and CEO roles; Chairs for each committee; rationale for independent Chair detailed .
- Committees: CEO is not listed as a member of Audit, Compensation, or Nominating committees; 2024 committee chairs and membership shown (Simpson Chair, Nominating; Spiegelman Chair, Audit; Aynechi Chair, Compensation) .
- Meetings and executive sessions: Board met 11 times in 2024; non-employee directors held 4 executive sessions; all directors attended the 2024 annual meeting; at least 75% attendance except Dr. Muralidhar .
- Recent board change: Dr. Muralidhar resigned Oct 15, 2025 (no disagreement) .
Director Compensation
- CEO receives no additional compensation for director service; non-employee director pay disclosed separately (cash retainers, option grants) .
Compensation Committee Analysis
- Consultant: Aon Consulting engaged in 2023 to develop comparative peer group and compensation analyses; not engaged in 2024; affiliates provided insurance brokerage services ($150,000 in 2024) with safeguards around consultant independence .
- Delegation: Equity Award Committee (composed solely of CEO) authorized to grant non-executive RSUs within limits; in 2024, 300,000 RSUs granted to non-executives with performance/time-based vesting .
Related Party Transactions and Capital Structure Context
- 2023 private placement participants included >5% holders and entities affiliated with directors (e.g., Abingworth, RiverVest, HealthCap, Rock Springs, Armistice) purchasing common stock and warrants; amounts and pricing detailed .
- 2025 reverse split proposal and delisting notice: Board sought stockholder approval for a 1-for-5 to 1-for-30 reverse split to address bid-price deficiency; Nasdaq suspended trading April 29, 2025 with expected OTC trading; reverse split framed as key step to regain listing and financing flexibility .
- Going concern: Auditor included going concern explanatory paragraph; cash/cash equivalents of $38.8 million (12/31/2024) deemed insufficient for 12 months without additional financing .
Compensation Structure Analysis
- Mix shift: 2024 emphasized guaranteed retention bonuses ($335,500) instead of STI payouts; equity grant sizes declined versus 2023 (stock awards $581,687 in 2024 vs $1,205,568 in 2023), indicating increased guaranteed cash amid financing constraints .
- Metric changes: 2023 PSUs targeted clinical milestones; 2024 PSUs targeted financing/strategic objectives and included vesting upon change of control or ≥$50M equity financing—aligning incentives with capital access and strategic outcomes in a stressed funding environment .
- Option structure: Inducement options with both time-based and milestone vesting (CAHmelia-204), supporting program execution alignment; partial milestone vesting achieved (125,000 exercisable) .
- Governance safeguards: Clawbacks in place; hedging/pledging prohibited .
Risk Indicators & Red Flags
- Capital markets stress: Going concern and reverse split proposal; Nasdaq delisting and OTC trading increase financing difficulty .
- Retention bonuses: Guaranteed bonuses in 2024 (retention-based) during financing uncertainty may signal retention risk mitigation but dilute pay-for-performance linkage .
- Metric retargeting: Shift from clinical to financing/strategic PSUs could reduce direct operational performance linkage; however, responsive to survival/financing imperatives .
- Section 16 compliance: Untimely Form 4 filings tied to RSU net settlements (administrative delays) .
- No pledging/hedging: Policy mitigates alignment risk .
- No option repricing disclosed; related-party financing conducted at market terms via private placement .
Investment Implications
- Alignment: CEO holds 2.8% beneficial stake (direct + options) with sizeable unvested RSUs/PSUs; prohibition on hedging/pledging supports alignment, but 2024 retention bonuses and financing-linked PSUs reduce direct operational performance sensitivity amid capital needs .
- Overhang/flow: Upcoming RSU vesting (Dec 10, 2025) and PSU triggers (financing/CoC) could create periodic net settlement activity and supply, but enhance retention and flexibility to secure capital or strategic outcomes .
- Change-in-control economics: Double-trigger severance with full post-IPO equity acceleration (PSUs at 100% target) incentivizes deal certainty; inducement option acceleration limited to CoC after Jan 3, 2023 .
- Governance quality: Independent Chair, active committees, and clawbacks are positives; board independence preserved (CEO not independent; CEO not on committees) .
- Near-term catalyst risk: Financing and listing remediation dominate; reverse split/delisting and going concern elevate execution and dilution risk despite October 2025 financing efforts elsewhere in corporate communications .