Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-26

Spruce Biosciences (SPRB)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$2,910,573
Javier Szwarcberg total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
62.7%
Say-on-pay support, latest vote
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.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Javier Szwarcberg$610,000$503,250$1,750,518$41,805$0$0$5,000$2,910,573
Chief Executive Officer
Samir Gharib465,100313,943671,91617,252005,0001,473,211
President and Chief Financial Officer
Kirk Ways00442,0505,52900596,8331,044,412
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 officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Javier Szwarcberg$2,910,573
Samir Gharib1,473,211
Kirk Ways1,044,412

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Samir GharibRSU2025-12-117,600
Javier SzwarcbergRSU2025-12-1119,800
Kirk WaysRSU2025-12-115,000
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Javier SzwarcbergRSU14,850$1,293,584
Javier SzwarcbergRSU9,791852,894
Samir GharibRSU5,700496,527
Kirk WaysRSU3,750326,663
Javier SzwarcbergRSU3,588312,551
Javier SzwarcbergRSU2,392208,367
Samir GharibRSU1,933167,561
Javier SzwarcbergRSU1,666145,125
Samir GharibRSU1,579136,875
Samir GharibRSU1,539134,062
Javier SzwarcbergRSU1,480128,293
Samir GharibRSU1,02689,375
Samir GharibRSU95382,610
Samir GharibRSU91379,143
Samir GharibRSU73363,540
Samir GharibRSU49643,207
Kirk WaysRSU40034,674
Kirk WaysRSU26623,058
Kirk WaysOption4009.26
05

Incentive-plan design — the Compensation Discussion & Analysis

The Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term, and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultantAon Consulting, Inc.
Clawback policytrue
Anti-hedging
Anti-pledging
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-21187,027111,2741,57362.7%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 yearMeeting dateApproval — company's computation
20262026-05-2162.7%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.

09

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
10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Spruce Biosciences2025Javier 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.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Javier SzwarcbergDEF 14A2026-04-090001193125-26-149821Section “Executive Compensation”. As printed: 2,910,573. Filing ↗machine: r2 · c8 · span 441735–441744
2Section 01, Samir GharibDEF 14A2026-04-090001193125-26-149821Section “Executive Compensation”. As printed: 1,473,211. Filing ↗machine: r4 · c8 · span 448000–448009
3Section 01, Kirk WaysDEF 14A2026-04-090001193125-26-149821Section “Executive Compensation”. As printed: 1,044,412. Filing ↗machine: r6 · c8 · span 454691–454700
4Section 03, Samir Gharib RSUDEF 14A2026-04-090001193125-26-149821Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 478399–478404
5Section 03, Javier Szwarcberg RSUDEF 14A2026-04-090001193125-26-149821Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 478391–478397
6Section 03, Kirk Ways RSUDEF 14A2026-04-090001193125-26-149821Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
7Section 06, 2026 voteForm 8-K2026-05-260001193125-26-239230Item 5.07 · say-on-pay result. As reported: 62.7% (votes for as printed: 187,027). Filing ↗
8Spruce Biosciences (subject), Section 10b CEO totalDEF 14A2026-04-090001193125-26-149821CEO total compensation as printed in Spruce Biosciences's own proxy. As printed: 2,910,573. Filing ↗machine: r2 · c8 · span 441735–441744