Percival Barretto-Ko
About Percival Barretto-Ko
Percival Barretto-Ko, 52, has served as an independent director of Spruce Biosciences since May 2023. He is a biopharma operator, most recently President & CEO of Plexium; previously Chief Business Officer and President, U.S. at Astellas (2005–2021) and senior roles at Roche in the UK and US (2001–2005). He holds a B.S. in Biological Sciences (Cornell), an MBA (Yale), and an M.Sc. as a Sloan Fellow in Innovation and Global Leadership (MIT Sloan) . All directors (except Dr. Muralidhar) attended at least 75% of board and committee meetings in 2024; all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plexium, Inc. | President & CEO | Most recent prior role (dates not specified) | Operational leadership of a discovery-stage biopharma |
| Astellas Pharma Inc. | Chief Business Officer; President, U.S. | 2005–2021 | Commercial and corporate leadership across US market |
| Roche (UK/US) | Increasingly senior roles | 2001–2005 | Commercial and portfolio roles at a global pharma |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Alessa Therapeutics, Inc. (private) | Director | Jan 2022 | Private pharma board seat |
Interlock note: Spruce’s Executive Chairman Michael Grey also serves as Executive Chairman of Plexium; Barretto-Ko previously led Plexium as CEO, representing a network tie between Spruce and Plexium. No related-party transactions with Plexium are disclosed .
Board Governance
- Independence: The board determined all directors except Dr. Szwarcberg, Dr. Ways, and Mr. Grey were independent in 2024; Barretto-Ko is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; not Chair. 2024 committee meeting counts: Audit (5), Compensation (2), Nominating (3) .
- Attendance/Engagement: Board met 11 times in 2024; all directors except Dr. Muralidhar attended at least 75% of board and committee meetings. All directors attended the 2024 Annual Meeting .
- Executive sessions: Non-employee directors held four executive sessions in 2024 .
- Skills matrix: Barretto-Ko flagged for Senior Leadership, Healthcare, Research & Development, Commercial, Global Business in the board skills grid .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Cash fees | 47,500 | Base annual retainer $40,000 plus Audit Committee member retainer $7,500 under the director compensation policy |
| Total cash | 47,500 | |
| Policy reference | — | Annual base retainer $40,000; committee member retainers: Audit $7,500; Compensation $5,000; Nominating $4,000; Chair retainers: Audit $15,000; Compensation $10,000; Nominating $8,000; Executive Chair additional $30,000 |
Performance Compensation
| Equity Element (2024) | Grant Date/Type | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Annual option grant | 2024 annual meeting option | 19,224 | Annual grant vests by the earlier of first anniversary or next annual meeting; initial appointment grant (60,000 options) vests monthly over 3 years per policy |
| Outstanding director options (as of 12/31/2024) | Totals | 90,000 options | Standard 10-year term; full vesting upon change in control per plan |
Compensation consultant risk note: The Compensation Committee engaged Aon as consultant in 2023; in 2024 management engaged an Aon affiliate for insurance brokerage services ($150,000), which the committee did not review—an advisor independence consideration to monitor .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Alessa Therapeutics | Private | Director | No related-party transactions disclosed with Spruce |
| Plexium | Private | Former President & CEO | Executive Chairman at Spruce (Michael Grey) also Executive Chairman of Plexium—network tie; no transactions disclosed |
Expertise & Qualifications
- Operational/commercial leadership in biopharma across US/global markets; senior roles at Astellas and Roche .
- Board skills grid endorsements: Senior Leadership, Healthcare, R&D, Commercial, Global Business .
- Education: Cornell B.S.; Yale MBA; MIT Sloan Fellow M.Sc. in Innovation and Global Leadership .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of 4/1/2025) | 70,000 shares (via options exercisable within 60 days) | Less than 1% of shares outstanding |
| Options outstanding (12/31/2024) | 90,000 options | 70,000 exercisable within 60 days; balance unexercisable per table footnotes |
| Hedging/Pledging | Prohibited for directors under insider trading policy |
Governance Assessment
- Independence and committee role: Barretto-Ko is independent and serves on the Audit Committee, contributing commercial and global expertise while financial expert designation resides with another director (Spiegelman)—appropriate committee composition balance .
- Attendance: Meets minimum attendance expectations (≥75% of meetings) and attended the Annual Meeting—acceptable engagement baseline .
- Pay/ownership alignment: 2024 total director compensation was $66,724 (cash $47,500; option fair value $19,224), with meaningful option exposure and prohibitions on hedging/pledging—moderate alignment for a small-cap biotech board amid capital markets stress .
- RED FLAGS to monitor:
- Advisor independence: 2024 use of Aon affiliate for insurance ($150,000) outside comp committee oversight—monitor consulting conflicts .
- Capital risk context: Company disclosed substantial doubt about going concern and pursued a reverse split in 2025—board effectiveness in financing oversight is critical; not specific to Barretto-Ko but elevates governance scrutiny .
Related-party transactions: No transactions involving Barretto-Ko are disclosed; private placement participations listed involve certain major holders/affiliates but not Barretto-Ko personally .