Companies SPRUCE BIOSCIENCES, INC.
SPRUCE BIOSCIENCES (SPRB): executive pay, fiscal 2025
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CEO pay, last three years
- $2,157,418FY2023
- $1,532,187FY2024
- $2,910,573FY2025
CEO total pay was $2,910,573 in fiscal 2025, up from $1,532,187 in fiscal 2024.
FY2025: salary $610,000 · bonus $503,250 · stock awards $1,750,518 · option awards $41,805
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Javier Szwarcberg | $610,000 | $503,250 | $1,750,518 | $41,805 | $0 | $0 | $5,000 | $2,910,573 |
| Chief Executive Officer | ||||||||
| Samir Gharib | 465,100 | 313,943 | 671,916 | 17,252 | 0 | 0 | 5,000 | 1,473,211 |
| President and Chief Financial Officer | ||||||||
| Kirk Ways | 0 | 0 | 442,050 | 5,529 | 0 | 0 | 596,833 | 1,044,412 |
| Interim Chief Medical Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Javier Szwarcberg | $2,910,573 | $1,532,187 | $2,157,418 | ↑ +1,378,386 |
| Samir Gharib | 1,473,211 | 929,690 | 1,201,066 | ↑ +543,521 |
| Kirk Ways | 1,044,412 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
We have a pay-for-performance focused executive compensation philosophy designed to drive company performance aimed at increasing stockholder value. We seek to achieve this by using a market-based approach to attract, retain, and motivate a high-performing team of executive officers and by aligning most of the compensation of each of our executives with the Company’s short- and long-term performance, as well as each such executive’s individual contributions.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon Consulting, Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Javier Szwarcberg, M.D., MPH | OPTION | 2025-12-11 | — | — | 10,000 | — | $836,421 |
| Javier Szwarcberg, M.D., MPH | OPTION | 2025-12-11 | — | — | 1,666 | — | 139,348 |
| Samir Gharib | RSU | 2025-12-11 | — | — | 7,600 | — | — |
| Javier Szwarcberg | RSU | 2025-12-11 | — | — | 19,800 | — | — |
| Kirk Ways | RSU | 2025-12-11 | — | — | 5,000 | — | — |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Javier Szwarcberg, M.D., MPH | $0 | $0 | $975,769 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Kirk Ways | RSU | 266 | — | $23,171 |
| Kirk Ways | Option | 400 | 9.26 | — |
| Samir Gharib | RSU | 496 | — | 43,207 |
| Samir Gharib | RSU | 1,026 | — | 89,375 |
| Javier Szwarcberg | RSU | 1,480 | — | 128,293 |
| Samir Gharib | RSU | 1,539 | — | 134,062 |
| Javier Szwarcberg | RSU | 2,392 | — | 208,367 |
| Javier Szwarcberg | RSU | 3,588 | — | 312,551 |
| Kirk Ways | RSU | 3,750 | — | 326,663 |
| Samir Gharib | RSU | 5,700 | — | 496,527 |
| Javier Szwarcberg | RSU | 14,850 | — | 1,293,584 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Keli WalbertIndependent · Compensation | $2,540 | $0 | $292,464 | — | $0 | $295,004 |
| Michael GreyNot independent · Board Chair | 70,000 | 0 | 9,940 | — | 0 | 79,940 |
| Daniel SpiegelmanIndependent · Audit (Chair) · Nominating and Corporate Governance | 59,000 | 0 | 7,043 | — | 0 | 66,043 |
| Camilla V. Simpson, M.ScIndependent · Audit · Compensation · Nominating and Corporate Governance (Chair) | 59,552 | 0 | 5,802 | — | 0 | 65,354 |
| Percival Barretto-KoIndependent · Audit · Compensation (Chair) | 48,065 | 0 | 3,991 | — | 0 | 52,056 |
| Tiba AynechiIndependent · Departed during FY | 47,312 | 0 | 3,126 | — | 0 | 50,438 |
| Bali Muralidhar, Ph.DIndependent · Compensation · Departed during FY | 35,565 | 0 | 3,126 | — | 0 | 38,691 |
| Kirk Ways, M.D., Ph.DEmployee director | — | — | — | — | — | 0 |
| Javier Szwarcberg, M.D., MPHEmployee director | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 11,000 / 10,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $322,034 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $322,034 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names SPRUCE BIOSCIENCES as a peer
Companies that benchmark against SPRB
No companies currently name SPRB as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | SPRUCE BIOSCIENCES, INC. | 2025 | Javier Szwarcberg | $610,000 | $1,750,518 | $41,805 | $0 | $2,910,573 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-21 | 187,027 | 111,274 | 1,573 | 62.7% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-21 | 62.7%a |
a. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (22 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Javier Szwarcberg. DEF 14A, filed 2026-04-09. Section “Executive Compensation”. As printed: 2,910,573. View filing ↗
- Section 01, Samir Gharib. DEF 14A, filed 2026-04-09. Section “Executive Compensation”. As printed: 1,473,211. View filing ↗
- Section 01, Kirk Ways. DEF 14A, filed 2026-04-09. Section “Executive Compensation”. As printed: 1,044,412. View filing ↗
- Section 03, Javier Szwarcberg, M.D., MPH OPTION. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Javier Szwarcberg, M.D., MPH OPTION. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Samir Gharib RSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Javier Szwarcberg RSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 03, Kirk Ways RSU. DEF 14A, filed 2026-04-09. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
- Section 08, Keli Walbert. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 295,004. View filing ↗
- Section 08, Michael Grey. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 79,940. View filing ↗
- Section 08, Daniel Spiegelman. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 66,043. View filing ↗
- Section 08, Camilla V. Simpson, M.Sc. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 65,354. View filing ↗
- Section 08, Percival Barretto-Ko. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 52,056. View filing ↗
- Section 08, Tiba Aynechi. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 50,438. View filing ↗
- Section 08, Bali Muralidhar, Ph.D. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 38,691. View filing ↗
- Section 08, Kirk Ways, M.D., Ph.D. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Javier Szwarcberg, M.D., MPH. DEF 14A, filed 2026-04-09. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-05-26. Item 5.07 · say-on-pay result. As reported: 62.7% (votes for as printed: 187,027). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 322,034 + equity 0 + all other 0 = 322,034, summed across the director compensation table rows.
- SPRUCE BIOSCIENCES, INC. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-09. CEO total compensation as printed in SPRUCE BIOSCIENCES, INC.'s own proxy. As printed: 2,910,573. View filing ↗