Samir Gharib
About Samir Gharib
Samir Gharib is President (since January 2022) and Chief Financial Officer (since May 2020) of Spruce Biosciences, Inc.; age 42 as of the 2025 proxy. He holds a B.S. and MBA from UC Berkeley’s Haas School of Business and is a licensed CPA in California . Company context during his tenure includes a going‑concern warning (cash and equivalents $38.8M as of 12/31/2024) and an April 2025 delisting from Nasdaq to OTC, with a proposed reverse split to regain listing, highlighting financing urgency tied to executive PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spruce Biosciences | President | Jan 2022–present | Co-led financing and strategic objectives; compensation tied to financing/strategic PSUs . |
| Spruce Biosciences | Chief Financial Officer | May 2020–present | Built finance function pre/post IPO; options and RSUs/PSUs structure emphasizes retention and capital access . |
| Stemedica Cell Technologies | Chief Financial Officer | Oct 2018–Sep 2019 | CFO for cell therapeutics firm (underserved medical conditions), bringing biotech finance experience . |
| Benchmark Financial Partners | Managing Director; financial consultant | Sep 2017–Oct 2018; Sep 2019–May 2020 | Strategic advisory; later consulted across companies prior to joining Spruce . |
| Revance Therapeutics | VP Finance & Administration | Oct 2013–Sep 2017 | Scaled finance/admin at commercial-stage biotech . |
| Talon Therapeutics | Corporate Controller / Director of Finance | Jan 2011–Sep 2013 | Led controllership/finance in public biotech . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Berkeley SkyDeck | Advisor | Jan 2020–present | Startup mentorship and network reach relevant to capital raising . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 465,100 | 45% of base | 209,925 (retention bonus; paid in 2024) | Board guaranteed retention payments for 2024 bonuses . |
| 2023 | 447,200 | 45% of base (confirmed for 2023) | 30,186 (discretionary adjustment; paid early 2024) | Separate non‑equity incentive payout of $201,240 for 2023 performance . |
Performance Compensation
Equity Grants (RSUs and PSUs)
| Year | Award Type | Grant Date | Shares Granted | Grant Fair Value (per share / total $) | Vesting and Performance Conditions |
|---|---|---|---|---|---|
| 2024 | RSU | Mar 14, 2024 | 154,000 | Not separately stated for RSUs; PSU grant fair value used below | 25% vests 12/10/2025; remaining vests annually on anniversaries, subject to continued service . |
| 2024 | PSU | Mar 14, 2024 | 154,000 | $0.8106 per share; total $249,665 | Vests upon specified financing/strategic objectives; single‑installment vest if change‑of‑control or equity financing ≥$50M gross proceeds . |
| 2023 | RSU | Dec 14, 2023 | 154,000 | Included in 2023 stock awards total $517,440 | 25% vested 12/15/2024; remaining vests annually, subject to continued service . |
| 2023 | PSU | Dec 14, 2023 | 154,000 | $1.68 per share; performance‑probability basis (part of $517,440 total) | Vests upon achievement of specified clinical development milestones anticipated in 2024 . |
Option Awards Snapshot (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|
| 06/08/2020 | 118,483 | — | 1.64 | 06/07/2030 | Early exercise feature . |
| 08/07/2020 | 71,548 | — | 3.07 | 08/06/2030 | Early exercise feature . |
| 01/28/2021 | 53,854 | 1,146 | 20.08 | 01/27/2031 | Standard monthly vest . |
| 12/16/2021 | 108,750 | 36,250 | 2.48 | 12/15/2031 | Monthly vest . |
| 01/03/2022 | 51,041 | 18,959 | 4.59 | 01/03/2032 | Monthly vest . |
Performance Metrics and Payout Mechanics
- 2024 PSUs: financing/strategic objectives; accelerates on change‑of‑control or ≥$50M equity financing; creates direct linkage of payout to capital events .
- 2023 PSUs: clinical milestone‑based; aligns payouts with pipeline execution .
Equity Ownership & Alignment
| Date (Record) | Direct Shares Owned | Options/Derivatives Exercisable ≤60 days | Total Beneficial Ownership | Ownership % | Source |
|---|---|---|---|---|---|
| Apr 1, 2025 | 350,550 | 427,218 (options) | 777,768 | 1.8% | 2025 DEF 14A. |
| Mar 25, 2024 | 202,776 | 363,155 (options) | 565,931 | 1.4% | 2024 DEF 14A. |
- Hedging/pledging: Company insider trading policy prohibits hedging, short sales, margin accounts, and pledging of company securities, reducing misalignment risk from collateralization .
- Vested vs unvested breakdown: As of 12/31/2024, multiple option grants remain partly unexercisable (see table). RSU/PSU tranches scheduled to vest beginning 12/10/2025 (2024 grants) and continued annual vesting thereafter (time‑based), which may create periodic supply overhang if net withheld shares are sold to cover taxes .
Employment Terms
- Severance & change‑of‑control (Severance Plan): For a “regular termination,” 9 months salary continuation and up to 9 months COBRA benefits; for a “change‑in‑control termination,” 12 months salary, lump‑sum target bonus, up to 12 months COBRA, and full acceleration of all outstanding equity awards (performance awards at 100% of target) .
- At‑will employment under offer letter; target bonus increased to 45% with appointment as President (Jan 2022); 2024 base salary set at $465,100 .
- Clawback: Sarbanes‑Oxley §304 reimbursement for CEO/CFO in misconduct‑related restatements and Dodd‑Frank compliant recoupment policy adopted .
- Policy restrictions: Prohibition on speculative trading, derivatives, and pledging as above .
- Section 16 compliance note: Administrative delays caused untimely filing of three Form 4s for Mr. Gharib related to RSU vesting/net settlement, indicating process risk (not economic misreporting) .
Investment Implications
- Pay‑for‑performance alignment: 2024 PSUs explicitly tied to financing and strategic outcomes, with accelerated vesting upon change‑of‑control or major equity financing (≥$50M). This structure strongly incentivizes capital raises and strategic transactions but can bias toward dilution, especially given going‑concern status and recent OTC transition .
- Near‑term selling pressure: RSU tranches begin vesting on 12/10/2025; tax withholding may reduce float impact, but periodic vesting could create predictable supply overhang; options already largely exercisable add latent supply depending on price levels vs strikes ($1.64–$20.08) .
- Retention risk: Guaranteed 2024 retention bonuses and robust severance/CIC protections support retention; however, company financing stress (going‑concern; delisting) elevates execution risk and potential strategic transaction likelihood that could trigger PSU acceleration .
- Governance and risk controls: Anti‑hedging/pledging policy and clawbacks are shareholder‑friendly; Section 16 timeliness lapse is a minor procedural flag but not a compensation misalignment signal .
Key monitoring signals: (1) progress toward ≥$50M equity financing or change‑of‑control events (PSU triggers), (2) RSU vesting dates (12/10/2025 onward) and associated Form 4 activity, (3) any revisions to Severance Plan or compensation mix (e.g., shift from PSUs to RSUs), and (4) company listing status and capital runway disclosed in filings .