Michael Grey

About Michael Grey

Michael Grey, 72, is Executive Chairman of Spruce Biosciences and has served on the Board since April 2017; he also served as Interim Chief Executive Officer from November 2021 to January 2022 . He holds a B.S. in chemistry from the University of Nottingham and has more than 45 years of operating and board experience in biotech and pharma, including CEO and Chairman roles at multiple companies and senior corporate development roles at Glaxo . He is classified as a non‑independent director under Nasdaq rules due to his executive role; the Board specifically determined Mr. Grey is not independent .

Past Roles

External Roles

Board Governance

• Independence: Not independent (Board determined all directors except Szwarcberg, Ways, and Grey are non‑independent) .
• Role: Chair of the Board; sets agendas, presides over meetings, coordinates with CEO on information flow .
• Committees: Not listed as a member of Audit, Compensation, or Nominating in 2024 .
• Attendance: Board met 11 times in 2024; all directors except Dr. Muralidhar attended at least 75% of board and committee meetings (implies Mr. Grey met the threshold) .
• Executive sessions: Non‑employee directors held 4 executive sessions in 2024 .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Operating excellence: CEO/Chairman roles across multiple biopharmas; executed notable exits (Lumena→Shire 2014; SGX→Eli Lilly 2008; Trega→LION 2001) .
• Finance and corporate development: Former VP Corporate Development and licensing leader at Glaxo; extensive board governance across public companies .
• Industry depth: 45+ years in pharma/biotech; commercialization, R&D, licensing, and M&A experience .
• Education: B.S. in chemistry, University of Nottingham .

Equity Ownership

Governance Assessment

• Positives

  • Deep operating and board experience; relevant expertise for a small‑cap biotech facing financing and development risk .
  • Separation of Chair and CEO roles enhances oversight; regular executive sessions (4 in 2024) support independent discussion among non‑employee directors .
  • Attendance met the ≥75% threshold in 2024, indicating engagement .
  • Company policies prohibit hedging and pledging; clawback policy implemented per SEC/Dodd‑Frank requirements .

• Concerns and RED FLAGS

  • Non‑independent Board Chair: Mr. Grey is not independent, which may weaken perceived board checks and balances versus a lead independent director or independent chair model .
  • Overboarding/time‑commitment risk: Simultaneous chair/board roles at several companies (Mirum, Plexium, Sorriso, Theolytics, OnKure) could constrain bandwidth during critical periods for SPRB .
  • Ownership alignment: Beneficial ownership primarily via options; limited disclosed direct share ownership may reduce “skin in the game” perception relative to significant stock holdings .
  • Capital structure and listing risk context: 2025 proxy highlights going‑concern uncertainty, reverse split proposal, and Nasdaq delisting/suspension risks—placing heightened importance on board effectiveness in financing and governance; while not Grey‑specific, this amplifies governance scrutiny of the Chair’s role .

• Related‑party and consultant oversight

  • 2023 private placement involved several >5% holders affiliated with directors; Audit Committee is responsible for related‑party review; no specific Grey‑related transactions disclosed .
  • Compensation consultant Aon provided director/executive comp advice in 2023; in 2024 an affiliate provided $150,000 insurance brokerage services approved by management—independence safeguards described, but committee did not review those services (potential optics issue) .

Director Compensation Mix and Structure (Context)

Independence, Attendance & Engagement Summary

Notes on Compensation & Incentives

• No director performance‑based metrics disclosed; options vest on time basis and at change of control; no RSUs/PSUs for directors noted .
• Company clawback policy implemented per SEC/Dodd‑Frank; insider trading policy bans hedging and pledging, reinforcing alignment and risk controls .

Potential Conflicts or Related‑Party Exposure

• No Grey‑specific related‑party transactions disclosed since 2023; broader private placement participation involved holders affiliated with other board members and funds; Audit Committee oversees related‑party reviews .
• Consultant independence: Aon provided independent compensation consulting (2023); an affiliate provided insurance brokerage services in 2024 approved by management, not the Compensation Committee, though safeguards to maintain independence were described .

Summary Implications for Investor Confidence

• The Chair’s non‑independent status and broad external commitments warrant monitoring, particularly amid going‑concern and financing risks highlighted in the proxy .
• Positive governance signals include separation of CEO/Chair, executive sessions, attendance, and strong industry credentials, but ownership alignment appears modest (options‑heavy) .
• No disclosed pledging/hedging and presence of clawback policy are supportive of governance hygiene .