Kirk Ways
About Kirk Ways
Kirk Ways, M.D., Ph.D., age 73, has served on Spruce Biosciences’ board since June 2021 and was interim Chief Medical Officer starting December 2024. He previously held senior R&D and clinical leadership roles at Janssen (Development Head of Cardiovascular and Metabolism), Aventis (Senior Global Medical Leader), Lilly Research Laboratories (Research Fellow), and served in academic leadership at East Carolina School of Medicine; he has authored over 100 publications. Dr. Ways earned an M.D. with honors and a Ph.D. in Pharmacology from the University of North Carolina and a B.A. magna cum laude from Bridgewater College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spruce Biosciences (SPRB) | Director | Since Jun 2021 | Chaired Nominating & Corporate Governance Committee through Mar 26, 2025 |
| Spruce Biosciences (SPRB) | Interim Chief Medical Officer | Since Dec 2024 | Transition resulted in loss of independence during 2024 |
| MBX Biosciences | Interim Chief Medical Officer | Nov 2023 – Jul 2024 | External CMO experience in biopharma |
| Janssen Pharmaceuticals | Development Head, Cardiovascular & Metabolism | Prior to 2018 | Led CV/metabolism development |
| BioStratum | Vice President & Chief Development Officer | Prior role | Clinical development leadership |
| Aventis | Senior Global Medical Leader & Project Team Leader | Prior role | Global development leadership |
| Lilly Research Laboratories | Research Fellow | Prior role | Preclinical/clinical development for diabetes complications |
| East Carolina School of Medicine | Director, Diabetes Center; Vice Chair, Internal Medicine; Endocrinology Section Head; Professor | Prior role | Academic leadership; >100 publications |
External Roles
No current external public company directorships disclosed for Dr. Ways in the 2025 proxy .
Board Governance
- Committee assignments (2024): Nominating & Corporate Governance Committee, Chair; not on Audit or Compensation .
- Chair transition: Dr. Ways chaired Nominating until March 26, 2025; Camilla Simpson appointed Chair effective that date .
- Independence: The Board determined that, in 2024, Dr. Ways was not independent due to service as interim CMO; prior to that, he was deemed independent .
- Attendance: The Board met 11 times in 2024; all directors except Dr. Muralidhar attended at least 75% of Board and committee meetings—implies Dr. Ways met the ≥75% threshold .
- Executive sessions: Non-employee directors met in 4 executive sessions in 2024 .
- Board leadership: The Board is chaired by Michael Grey (independent chair), with separate chairs for each committee .
- Committee meeting counts (2024): Audit 5, Compensation 2, Nominating 3 .
2024 Committee Membership Snapshot
| Name | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Kirk Ways, M.D., Ph.D. | — | — | Member; Chair (*) |
| Total meetings (2024) | 5 | 2 | 3 |
Fixed Compensation
- Non-Employee Director Compensation Policy (amended Mar 2023): Annual cash retainer $40,000; committee member retainers—Audit $7,500, Compensation $5,000, Nominating $4,000; committee chair retainers—Audit $15,000, Compensation $10,000, Nominating $8,000; expenses reimbursed .
- 2024 Director Compensation (Kirk Ways):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $48,000 |
| Option Awards (grant-date fair value) | $19,224 |
| All Other Compensation (consulting as interim CMO, Dec 2024) | $3,750 |
| Total | $70,974 |
Performance Compensation
- Equity instruments: Options only (no RSUs/PSUs disclosed for directors) .
- Vesting and terms: Initial grant 60,000 options at appointment (vest monthly over 3 years); annual grant 30,000 options at each annual meeting (vest by first anniversary or next annual meeting; pro-rated if <12 months on Board); 10-year term; full acceleration upon change in control .
- Performance metrics: None disclosed for director equity awards (time-based vesting; no TSR/revenue/EBITDA metrics for directors) .
| Equity Award Term | Policy Detail |
|---|---|
| Initial option grant | 60,000 options; vest monthly over 3 years |
| Annual option grant | 30,000 options; vest by 1st anniversary or next annual meeting; pro-rated if <12 months |
| Term | 10 years |
| Change-of-control | Full vesting acceleration |
| Meeting fees | Not provided; compensation via retainers and option grants |
Other Directorships & Interlocks
| Company | Role | Committee/Position | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards disclosed for Dr. Ways |
Expertise & Qualifications
- Clinical and R&D leadership in endocrinology, diabetes, and metabolism across pharma and academia; >100 publications .
- Advanced degrees: M.D. with honors; Ph.D. in Pharmacology (UNC); B.A. magna cum laude (Bridgewater College) .
- Board skills matrix attributes include senior leadership, healthcare, R&D, global business, and public policy/regulatory experience .
Equity Ownership
- Beneficial ownership as of April 1, 2025 (Ownership Measurement Date): 100,625 shares beneficially owned, consisting entirely of options exercisable within 60 days; <1% of shares outstanding (42,231,285) .
- Options held (as of Dec 31, 2024): 100,625 options to purchase common stock .
| Ownership Item | Amount | Notes |
|---|---|---|
| Number of shares beneficially owned | 100,625 | Entirely options exercisable within 60 days |
| % of shares outstanding | <1% | Based on 42,231,285 shares outstanding |
| Options outstanding (Dec 31, 2024) | 100,625 | Director options |
Section 16(a) compliance note: Delinquent Form 4 filings were disclosed for other executives (CEO, CFO, former CMO) due to administrative delays; no delinquent filings cited for Dr. Ways .
Governance Assessment
- Independence and conflicts: RED FLAG—loss of independence in 2024 due to interim CMO role and related $3,750 consulting payment; independence restored after service ends but dual roles can affect perceived board objectivity .
- Committee leadership: Positive—served as Chair of Nominating & Corporate Governance, overseeing director nominations and governance guidelines; transition of chair to Camilla Simpson on Mar 26, 2025 suggests planned succession and governance continuity .
- Engagement: Adequate—met ≥75% attendance threshold; participated in a Board with 11 meetings and 4 executive sessions for non-employee directors .
- Compensation mix and alignment: Cash $48k plus options $19.2k; director equity awards are time-based with change-of-control acceleration, which aligns tenure but not performance outcomes; limited ownership (<1%) signals modest “skin-in-the-game” .
- Related-party/transactions: No specific related-party transactions tied to Dr. Ways beyond interim CMO consulting; broader 2023 private placement participation was by several major holders and board-affiliated entities, but not attributed to Dr. Ways .
- Board structure: Independent Chair and separate committee chairs strengthen governance; Nominating Committee charter responsibilities emphasize board composition and governance oversight—areas where Dr. Ways contributed as Chair .
Overall: Deep clinical expertise and prior leadership strengthen scientific oversight; however, concurrent interim CMO service in 2024 introduces independence concerns. Equity ownership is primarily through options with time-based vesting and full change-of-control acceleration; consider monitoring future independence status and ownership accumulation to assess alignment and board effectiveness .