UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )

Filed by the Registrant   þ

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Filed by a Party other than the Registrant  o☐

Check the appropriate box:

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Check the appropriate box:

☐Preliminary Proxy Statement

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☐Confidential, for Use of the Commission Onlyonly (as permitted by Rule 14a-6(e)(2))

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☒Definitive Proxy Statement

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☐Definitive Additional Materials

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☐Soliciting Material Pursuant tounder § 240.14a-12

CERULEAN PHARMA

DARÉ BIOSCIENCE, INC.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Payment of Filing Fee (Check the appropriate box)

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No fee required

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No fee required.

Fee paid previously with preliminary materials

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Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies: 

(2)

Aggregate number of securities to which transaction applies: 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 

(4)

Proposed maximum aggregate value of transaction: 

(5)

Total fee paid: 

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid: 

(2)

Form, Schedule or Registration Statement No.: 

(3)

Filing Party: 

(4)

Date Filed: 



Cerulean Pharma


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Daré Bioscience, Inc.
3655 Nobel Drive, Suite 260
San Diego, California 92122

35 Gatehouse Drive

Waltham, MA 02451

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS

Notice of Annual Meeting of Stockholders
To Be Held On June 5, 2024
Dear Stockholder:
Notice is hereby given that the 2024 Annual Meeting of Stockholders of Daré Bioscience, Inc., a Delaware corporation, will be held on June 22, 2016

You are cordially invited to attend the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Cerulean Pharma Inc., which is scheduled to be held on Wednesday, June 22, 20165, 2024, at 9:3000 a.m. EasternPacific Time at Cerulean’s offices at 35 Gatehouse Drive, Waltham, MA 02451.

Only stockholders who owned common stock at the close of business on April 25, 2016, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

purposes:

1.

Election of three class II directors to our board of directors to serve until the 2019 annual meeting of stockholders;

2.

Ratification of

1.To elect two Class I directors named in the accompanying proxy statement;
2.To ratify the appointment of DeloitteHaskell & ToucheWhite LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2024;
3.To approve, on an advisory basis, the compensation of our named executive officers;
4To approve a proposal to give our board of directors the authority to file, at its discretion, should it elect to do so, a certificate of amendment to our restated certificate of incorporation, as amended, to effect a reverse split of our issued common stock at a ratio that is not less than 1-for-2 and

not greater than 1-for-12, without reducing the authorized number of shares of our common stock, with the exact ratio to be selected by our board of directors in its discretion and to be effected, if effected at all, in the sole discretion of our board of directors, at any time following stockholder approval and before June 5, 2025 without further approval or authorization of our stockholders;

3.

Transaction

5.To approve the adjournment of the meeting, if necessary or advisable, to solicit additional proxies in favor of Proposal 4 if there are not sufficient votes to approve Proposal 4; and
6.To conduct any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

meeting.

You can find more information, including

The record date for the nominees for directors, inannual meeting is April 09, 2024. Stockholders owning the attached Proxy Statement. The boardcompany’s common stock at the close of directors recommends that youbusiness on the record date, or their legal proxy holders, are entitled to vote in favor of proposals one and two as outlined inat the attached Proxy Statement.

We cordially invite all stockholdersannual meeting.

By Order of the Board of Directors,
/s/ William H. Rastetter
San Diego, CaliforniaWilliam H. Rastetter
April 26, 2024Chair of the Board
Please vote your shares promptly to attend the Annual Meeting in person. You may obtain directions to the location of the Annual Meeting by calling our offices at 781-996-4300. Whether or not you expect to attend the Annual Meeting in person, please complete, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope provided to ensure your representation and the presence of a quorum at the Annual Meeting. Alternatively, youannual meeting. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card. Please follow the instructions beginning on the internet by visiting http://www.proxyvote.com or by telephone by calling 1-800-690-6903 and following the recorded instructions. Your vote is important regardlesspage 1 of the number of shares you own. If you send in youraccompanying proxy card or vote by telephone or the internet and then decidestatement to attend the Annual Meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

vote.



TABLE OF CONTENTS

Page

By order of the Board of Directors,

/s/ Christopher D.T. Guiffre

Christopher D.T. Guiffre

President and Chief Executive Officer

Waltham, Massachusetts

April 28, 2016

Cerulean Pharma Inc.

Proxy Statement

Table of Contents

Page

1

ImportantGeneral Information About the Annual Meeting and Voting

2

1

5

6

9

11

37

17

18

18

19

23

21

22
34
36
38

25

39

Independent Registered Public Accounting Firm Fees and ServicesProposal 3 - Advisory Vote to Approve Executive Compensation

25

42

27

43

29

51

Report of the Audit Committee

30

Householding

31

Stockholder Proposals

31

32

52
52





CERULEAN PHARMA INC.

35 Gatehouse Drive

Waltham, MA 02451

781-996-4300



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PROXY STATEMENT

FOR THE 2016

2024 ANNUAL MEETING OF STOCKHOLDERS

to be held on

To Be Held On June 22, 2016

This proxy statement5, 2024

GENERAL INFORMATION ABOUT THE MEETING
Daré Bioscience, Inc. (“Daré,” “we,” “us,” “our” or the “Company”) has prepared these materials for use at its 2024 annual meeting of stockholders and the enclosed proxy card contain information about the 2016 Annual Meeting of Stockholders of Cerulean Pharma Inc.any adjournment or postponement thereof (the “Annual Meeting”). The Annual Meeting is scheduled to be held on Wednesday, June 22, 2016begin at 9:3000 a.m. EasternPacific Time, on June 5, 2024.
The Annual Meeting will be a completely virtual meeting conducted via live audio webcast. We believe this technology provides expanded access, improved communication and cost savings for our stockholders. Hosting a virtual meeting enables increased stockholder attendance and participation from any location around the world.
In accordance with rules of the Securities and Exchange Commission (“SEC”), we opted to use the Internet as the primary means of furnishing proxy materials to our stockholders. Accordingly, unless a stockholder previously elected to receive printed copies of our proxy materials, a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) has been sent to stockholders instead of mailing printed copies. The Notice of Internet Availability provides instructions on how to access our proxy materials via the Internet and how to request a printed set at Cerulean’s offices at 35 Gatehouse Drive, Waltham, MA 02451. The boardno charge. In addition, stockholders can elect to receive future proxy materials electronically by email or in printed form by mail, and any such election will remain in effect until terminated by the stockholder. We encourage all stockholders to take advantage of directorsthe availability of Cerulean Pharma Inc. is usingour proxy materials on the Internet to help reduce the cost and environmental impact of our annual meetings.
Our proxy materials will be sent or made available to stockholders on or about April 26, 2024. We are soliciting proxies pursuant to this proxy statement to solicit proxiesProxy Statement for use at the Annual Meeting. In this proxy statement, unless expressly stated otherwise or the context otherwise requires, the use of “Cerulean,” “our,” “we” or “us” refers to Cerulean Pharma Inc. and its subsidiary.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of Meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our corporate secretary written notice to that effect.

Our Annual Report to Stockholders for the fiscal year ended December 31, 2015 and this proxy statement and proxy card are first being mailed to stockholders of record (as of April 25, 2016) on or about April 28, 2016.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on June 22, 2016:

5, 2024: This proxy statement and our 2015 Annual Report to Stockholders are

available for viewing, printing and downloading at http:// www.proxyvote.com.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission, or SEC, except for exhibits, will be furnished without charge to any stockholder upon written request to Cerulean Pharma Inc., 35 Gatehouse Drive, Waltham, MA 02451. Exhibits will be provided upon written request and payment of an appropriate processing fee. This proxy statementProxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 are also available on the SEC’s websiteelectronically at http://www.sec.gov.

www.proxyvote.com.

2024 Proxy Statement | Page 1
IMPORTANT INFORMATION

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Purpose of

How do I attend the Annual Meeting

AtMeeting?

You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/DARE2024. Online check-in will begin at 8:45 a.m. Pacific Time and we suggest logging-on at that time to allow ample time for the check-in procedures. Please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone or similar companies.
Who can vote at the Annual Meeting?
Only our stockholders will considerof record at the close of business on the record date, or their legal proxy holders, are entitled to vote at the Annual Meeting. The record date for the Annual Meeting is April 9, 2024. There were 100,581,900 shares of common stock outstanding and entitled to vote on the following matters:

record date.
What am I voting on?
The list below sets out the matters scheduled for a vote at the Annual Meeting. Each share of our common stock has one vote on each matter.

1.

Proposal 1:Election of three class IItwo Class I directors named in this Proxy Statement to hold office until our board of directors to serve until the 20192027 annual meeting of stockholders;

Proposal 2:

2.

Ratification of the appointmentselection of DeloitteHaskell & Touche LLPWhite LLP. as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2024 (the "Auditor Ratification Proposal");

Proposal 3:To approve, on an advisory basis, the compensation of our named executive officers;
Proposal 4:To approve a proposal to give our board of directors the authority to file, at its discretion, should it elect to do so, a certificate of amendment to our restated certificate of incorporation, as amended, to effect a reverse split of our issued common stock without reducing the authorized number of shares of our common stock at a ratio that is not less than 1-for-2 and

not greater than 1-for-12, with the exact ratio to be selected by our board of directors in its discretion and to be effected, if effected at all, in the sole discretion of our board of directors, at any time following stockholder approval and before June 5, 2025 without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”); and
Proposal 5:To approve the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the Reverse Stock Split Proposal if there are not sufficient votes to approve the Reverse Stock Split Proposal (the the “Adjournment Proposal”).

3.

Transaction of any other business properly brought before the 2016 Annual Meeting or any adjournment or postponement thereof.

How do I vote?

As

You are invited to attend the Annual Meeting online to vote on the proposals described in this Proxy Statement during the meeting, however, you may vote your shares by simply following the instructions below to vote via the Internet, by telephone or by mail. Even if you intend to attend the Annual Meeting online, we encourage you to vote your shares in advance using one of the date of this proxy statement, we are not aware of any businessmethods described below to come before the meeting other than the first two items noted above.

Board of Directors Recommendation

Our board of directors unanimously recommendsensure that you vote:

FOR the election of the nominees to serve as class II directors on our board of directors for a three-year term; and

FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

Availability of Proxy Materials

The proxy materials, including this proxy statement, a proxy card or voting instruction card and Cerulean’s 2015 Annual Report, are being mailed to stockholders on or about April 28, 2016. These materials are also available for viewing, printing and downloading at http:// www.proxyvote.com.

Who Can Voteyour vote will be represented at the Annual Meeting

Only stockholdersMeeting.

Stockholder of record at the close of businessRecord: Shares Registered in Your Name
If, on the record date, of April 25, 2016 are entitled to receive notice of the Annual Meeting and to vote theyour shares of Cerulean common stock that they held on that date. As of April 25, 2016 there were 27,363,965 shares of common stock issued and outstanding. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

Difference between a “stockholder of record” and a beneficial owner of shares held in “street name”

Stockholder of Record. If you have shares registered directly in your name with our transfer agent, American StockEquiniti Transfer & Trust Company, LLC, then you are considered a “stockholder of record” of those shares. For these shares, your set of proxy materials has been sent to you directly by us. You may vote these shares by proxy prior to the Annual Meeting by following the instructions contained on the enclosed proxy card.

Beneficial Owner of Shares Held in Street Name. If you hold shares in a brokerage account or by a bank, trust or other nominee or custodian, then you are considered the beneficial owner of those shares, which are held in “street name.” For these shares, your set of proxy materials has been forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to instruct that organization as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by that organization.


How to Vote

Stockholder of Record. If you are a stockholder of record and you canmay vote those shares as follows:

•During the Annual Meeting: You may attend the Annual Meeting online and vote during the meeting online by visiting www.virtualshareholdermeeting.com/DARE2024. You will be asked to provide the control number on your Notice of Internet Availability to access this site.
•By Phone: Dial toll-free 1-800-690-6903 using any touch-tone telephone and follow the recorded instructions. You will be asked to provide the control number from your Notice of Internet Availability. Please vote by 11:59 p.m. Eastern Time on June 4, 2024 to ensure that your vote is counted.
2024 Proxy Statement | Page 2


•By Internet: Complete an electronic proxy card at www.proxyvote.com. You will be asked to provide the control number from your Notice of Internet Availability. Please vote by 11:59 p.m. Eastern Time on June 4, 2024 to ensure that your vote is counted.
•By Mail: Complete, sign and date the proxy card that may be delivered to you and return it promptly in the envelope provided or return it to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The proxy holders identified in the proxy card will vote all shares of our stock represented by a properly completed and executed proxy received in onetime for the Annual Meeting in accordance with the stockholder’s instructions. If you submit your executed proxy but do not fill out the voting instructions on the proxy card, the shares represented by your proxy will be voted “FOR” each of two ways: either by proxy orthe director nominees identified in personthis Proxy Statement and “FOR” each of Proposals 2, 3, 4 and 5. If any other matter is properly presented at the Annual Meeting. Meeting, the proxy holders will vote shares represented by a proxy submitted by a stockholder in accordance with the recommendation of our board of directors.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, you choose to vote by proxy, you may do so by telephone, viaon the internet or by mail. Each of these methods is explained below. If you holdrecord date, your shares of Cerulean common stockwere held, not in multiple accounts, you should vote your shares as describedname, but rather in each set of proxy materials you receive.

By Telephone. You may transmit your proxy voting instructions by calling the telephone number specified on the enclosed proxy card. You will need to have the proxy card in hand when you call. If you choose to vote by telephone, you do not have to return the proxy card.

By Internet. You may transmit your proxy voting instructions via the internet by accessing the website specified on the enclosed proxy card. You will need to have the proxy card in hand when you access the website. If you choose to vote via the internet, you do not have to return the proxy card.

By Mail. You may vote by proxy by completing, signing and dating the enclosed proxy card and returning it in the enclosed prepaid envelope.

In Personan account at the Annual Meeting. You may vote in person at the Annual Meeting. We will give you a ballot when you arrive. Ifbrokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” andname.” The organization holding those shares is considered to be the stockholder of record for purposes of the Annual Meeting. As a beneficial owner, you have the right to direct the organization holding those shares regarding how to vote such shares. You should have received a notice containing voting instructions from the organization that holds those shares. Follow the instructions provided by that organization to ensure that your vote is counted. If you wish to vote in person atonline during the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares and present it with your ballot to the inspector of election at the Annual Meeting. Even if you plan to attend the Annual Meeting, we urgethose shares. A legal proxy is a written document that authorizes you to vote your shares by proxyheld in advance ofstreet name at the Annual Meeting soMeeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions, however, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you should become unable to attendare a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or during the Annual Meeting, your shares will not be voted as directed by you.

voted.

Telephone and internet voting for stockholders

Beneficial Owner: Shares Registered in the Name of record will be available up until 11:59 p.m. Eastern Time on June 21, 2016, and mailed proxy cards must be received by June 21, 2016 in order to be counted at the Annual Meeting. If the Annual Meeting is adjournedBroker or postponed, these deadlines may be extended.

Beneficial Owner of Shares Held in Street Name.Bank


If your shares are held in street name, (held for your account by a broker or other nominee):

By Telephone or Internet. You will receive instructions or a voting instruction form from your broker or other nominee if you are permitted to vote by telephone or internet.

By Mail. You will receive instructions from your broker or other nominee explaining how to vote your shares by mail.

In Person at the Annual Meeting. If you attend the Annual Meeting, you may vote in person. To do so, you will need to show a picture identification as well as an account statement or a letter from the record holder indicating that you owned the shares as of the record date, and obtain from the broker or other nominee who holds your shares a legal proxy or broker’s proxy card and bring it with you to the meeting.

The voting deadlines and availability of telephone and internet voting for beneficial owners of shares held in “street name” will depend on the voting processes of the organization that holds your shares. Therefore, we urge youshares has the authority to carefully review and follow the voting instruction card and any other materials that you receive from that organization.

Quorum

A quorum of stockholders is necessary to hold a valid meeting. Our bylaws provide that a quorum will exist if stockholders holding a majorityvote your shares only on certain of the proposals set forth in this Proxy Statement without receiving voting instructions from you. If you hold your shares of stock issuedin street name and outstanding and entitledyou do not submit voting instructions to the organization that holds your shares, whether that organization may exercise its discretion to vote your shares depends on whether a particular proposal is considered a “routine” or “non-routine” matter under the rules of the New York Stock Exchange applicable to securities intermediaries (even though we are present at the meeting in person or by proxy. Abstentions and broker non-votes count as present for establishing a quorum butNasdaq-listed company). If you do not provide voting instructions, your shares will not be counted as votes cast. Broker non-votes occur when your broker orvoted on any proposal considered a “non-routine” matter because brokers, banks and other nominee submits a proxynominees lack discretionary authority to vote uninstructed shares on non-routine matters. For the Annual Meeting, Proposals 1 and 3 are considered non-routine matters and, unless you provide voting instructions for those proposals, the organization that holds your shares (becausewill not be permitted to vote your shares on those proposals. On the broker or other nominee has receivedhand, the organization that holds your shares may use its discretion to vote uninstructed shares on matters consider to be “routine.”

We expect Proposal 2 (the Auditor Ratification Proposal), Proposal 4 (the Reverse Stock Split Proposal) and Proposal 5 (the Adjournment Proposal) to be considered “routine” matters under New York Stock Exchange rules. Accordingly, we expect the organization that holds your shares will have discretionary voting authority to vote your shares on those proposals even if that organization does not receive voting instructions from you. However, certain organizations may elect not to vote shares without an instruction from the beneficial holder even if they have discretionary authority to do so. We encourage you to provide voting instructions to the organization that holds your shares to ensure your shares will be voted at the Annual Meeting and in the manner you desire. A “broker non-vote”
2024 Proxy Statement | Page 3


will occur if your the organization that holds your shares cannot vote your shares on one or more proposals, but not all, ora particular matter because it has not received instructions from you but is entitledand does not have discretionary voting authority on that matter or because your the organization that holds your shares chooses not to vote on a particular “discretionary” matter) butmatter for which it does not indicate ahave discretionary voting authority.
Can I change my vote for a particular proposal because the broker or other nominee either does not have the authority to vote on that proposal and has not received voting instructions from you or has discretionary authority but chooses not to exercise it. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

Ballot Measures Considered “Routine” and “Non-Routine”

The electionafter submitting my proxy?

Stockholder of directors (Proposal No. 1) is a matter considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal No. 1.


The ratification of the appointment of Deloitte & Touche LLP as Cerulean’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal No. 2) is a matter considered routine under applicable rules. A broker or other nominee may generally exercise discretionary authority and vote on routine matters. If they exercise this discretionary authority, no broker non-votes are expected to existRecord: Shares Registered in connection with Proposal No. 2.

Votes Required to Elect Directors and Ratify Appointment of Deloitte & Touche LLP

To be elected, a director must receive a plurality of the votes cast by stockholders entitled to vote at the meeting (Proposal No. 1). Shares represented by proxies that withhold authority to vote for a nominee for election as a director will not be counted as votes “for” a director.

The ratification of the appointment of Deloitte & Touche LLP as Cerulean’s independent registered public accounting firm requires the affirmative vote of the majority of the shares of common stock present or represented by proxy and voted “for” or “against” such matter (Proposal No. 2).

Abstentions and broker non-votes will not be counted as votes cast on any of the proposals.

Method of Counting Votes

Each holder of common stock is entitled to one vote at the Annual Meeting on each matter to come before the Annual Meeting, including the election of a director, for each share held by such stockholder as of the record date. Votes cast in person at the Annual Meeting or by proxy, by mail, via the internet or by telephone will be tabulated by the inspector of elections appointed for the Annual Meeting, who will also determine whether a quorum is present.

Revoking a Proxy; Changing Your Vote

Name

Yes. If you are a stockholder of record, you may revoke your proxy before the vote is taken at the meeting:

by submitting a new proxy with a later date before the applicable deadline either signed and returned by mail or transmitted using the telephone or internet voting procedures described in the “How to Vote” section above;

change your vote:

by voting in person at the meeting; or

by filing a written revocation with our corporate secretary.

If your shares are held in “street name,” you may submit new voting instructions by contacting your broker or other organization holding your account. You may also vote in person at•During the Annual Meeting which will have: By attending the effect of revoking any previously submittedAnnual Meeting online and voting instructions, if you obtain a legal proxy fromduring the organization that holds your sharesmeeting as described in the “How to Vote” section above.

Your attendance at the Annual Meeting will not automatically revoke your proxy.

Costsproxy unless you properly vote during the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of Proxy Solicitation

Werevocation that is received by our Secretary prior to the Annual Meeting. Any such notice is to be sent to our Secretary at 3655 Nobel Drive, Suite 260, San Diego, CA 92122.

•By Phone: By using the phone voting method described above, in which case only your latest telephone proxy received before the deadline for phone voting will bearbe counted.
•By Internet: By using the costsonline voting method described above, in which case only your latest Internet proxy received before the deadline for online voting will be counted.
•By Mail: By signing and returning a new proxy card dated as of soliciting proxies. In additiona later date, in which case only your latest proxy card received prior to solicitationsthe Annual Meeting will be counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares held in street name, follow the instructions provided by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, facsimile, email, personal interviews and other means.

Voting Results

We planthe organization that holds your shares.

How many votes are required to announce preliminary voting resultsapprove each proposal?
Election of Directors
If a quorum is present at the Annual Meeting, the election of directors will be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Accordingly, the two nominees receiving the most “FOR” votes from the holders of shares present during the meeting or represented by proxy and entitled to publish finalvote on the election of directors will be elected.
You may vote “FOR” or “WITHHOLD” authority to vote for each of the director nominees. If you “WITHHOLD” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees. Broker non-votes will have no effect on the election of directors.
Other Proposals
With respect to each of Proposals 2, 3, 4 and 5, if a quorum is present at the Annual Meeting, each such proposal will be approved by our stockholders if a majority of the votes cast by the holders of all the shares of stock present or represented at the meeting and voting affirmatively or negatively on the applicable proposal are "FOR" the proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on any or all of these proposals. Abstentions and broker non-votes will have no effect on the outcome of these proposals. However, we expect each of Proposals 2, 4 and 5 to be considered a routine matter and brokers and other nominees may generally vote in their discretion on routine matters, and therefore broker non-votes are not expected on these proposals.
What is the quorum requirement?
A quorum is necessary to hold the Annual Meeting. A quorum will be present if the holders of a majority in voting power of the shares of our common stock outstanding and entitled to vote at the Annual Meeting are present during the Annual Meeting or represented by proxy.
Your shares will be counted for purposes of determining if there is quorum if you are entitled to vote and you are present during the Annual Meeting or you have properly voted by proxy online, by phone or by submitting a proxy card or voting instruction form by mail. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present.
2024 Proxy Statement | Page 4


If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies and reconvene the Annual Meeting at a later date.
What does it mean if I receive more than one Notice of Internet Availability?
If you receive more than one Notice of Internet Availability, your shares may be registered in more than one name or held in different registered accounts. Please follow the voting instructions on each Notice of Internet Availability to ensure that all of your shares are voted.
Am I entitled to dissenters’ rights or appraisal rights?
No. Our stockholders are not entitled to dissenters’ rights or appraisal rights on any of the matters being submitted to stockholders at the Annual Meeting.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Reportcurrent report on Form 8-K that we expect to be filedfile with the SEC within four business days followingafter the Annual Meeting.

If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. Our directors and employees may solicit proxies in person, by telephone, or by other means of communication. None of our directors or employees will be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, dealers and other similar organizations for the cost of forwarding proxy materials to beneficial owners.
When are stockholder proposals and director nominations due for next year’s annual meeting?
Under our third amended and restated by-laws (our "by-laws"), to be considered for inclusion in our proxy materials for next year’s annual meeting, a stockholder must submit his, her or its proposal or director nomination in writing such that it is received by our Secretary at our principal executive offices not (a) later than the close of business on March 7, 2025, which is the 90th day prior to the first anniversary of this year’s annual meeting (the “Annual Meeting Anniversary Date”), or (b) earlier than February 6, 2025, which is the 120th day prior to the Annual Meeting Anniversary Date. Director nominations that a stockholder intends to present at next year’s annual meeting but does not intend to have included in our proxy materials, must be received in writing by our Secretary at our principal executive offices within the same time period stated above. However, if the date of next year’s annual meeting is advanced by more than 20 days, or delayed by more than 60 days, from the Annual Meeting Anniversary Date, a stockholder’s notice must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the 10th day following the day on which public disclosure (as defined in our by-laws) of the date of such annual meeting is first made. In order for a stockholder to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with next year's annual meeting, notice must be submitted by the same deadline as disclosed above under the advance notice provisions of our by-laws and must include the information in the notice required by our by-laws and by Rule 14a-19 of the Securities Exchange Act of 1934 (the "Exchange Act").
In order for a stockholder proposal to be included in our proxy materials for next year’s annual meeting under Rule 14a-8 of the Exchange Act, we must receive such proposal at our principal executive offices no later than December 27, 2024, which is 120 days before the anniversary of the date this Proxy Statement will be released to stockholders. However, if the date of next year's annual meeting is changed by more than 30 days from the date of this year's annual meeting, then the deadline will be a reasonable time before we begin to print and send our proxy materials.
Stockholders are also advised to review our by-laws, which contain additional requirements relating to stockholder proposals and director nominations, including who may submit them and what information must be included.
Our principal executive offices are currently located at 3655 Nobel Drive, Suite 260, San Diego, CA 92122.
2024 Proxy Statement | Page 5

PROPOSAL NO. 1—ELECTION
If a stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such stockholder proposal or nomination.

Householding of Proxy Materials
We have adopted an SEC-approved procedure called “householding.” This procedure potentially means extra convenience for stockholders and cost savings for companies. Under this procedure, we send only one copy of the Notice of Internet Availability, and if applicable, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report, to stockholders of record who share the same address and last name, unless one of those stockholders notifies us that the stockholder would like a separate copy of such documents. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the Notice of Internet Availability, and if applicable, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report, from the other stockholder(s) sharing your address, please direct your written request to Daré Bioscience, Inc., Attention: Secretary, 3655 Nobel Drive, Suite 260, San Diego, California 92122 or contact us by phone at (858) 926-7655. We undertake to deliver promptly, upon any such oral or written request, a separate copy of the Notice of Internet Availability, and if applicable, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report, to a stockholder at a shared address to which a single copy of these documents was delivered. Similarly, if stockholders of record sharing the same address are receiving multiple copies of the Notice of Internet Availability, or if applicable, Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report, and such stockholders would like a single copy to be delivered to them in the future, such stockholders may make such a request by contacting us by the means described above.
If you wish to update your participation in householding and you are a beneficial owner who holds shares in “street name” with a broker, bank or other nominee, you may contact your broker, bank, or other nominee or our mailing agent, Broadridge Investor Communications Solutions, at 1-866-540-7095.
BOARD OF CLASS II DIRECTORS

Our

Set forth below are the names, ages, board committee assignments, tenure, class, and certain biographical information of each of the members of our board of directors (“Board”) as of April 9, 2024. In accordance with our restated certificate of incorporation and by-laws, our Board is divided into three classes, with one class of our directors standing for election each year, for a three-year term. Directors for each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office until their resignation or removal or their successors are duly elected and qualified. In accordance with our certificate of incorporation and bylaws, our directors may fill existing vacancies on the board of directors by appointment. The members of the classes are divided as follows:

the class I directors are Christopher D.T. Guiffre, Susan L. Kelley and Stuart A. Arbuckle, and their term will expire at the annual meeting of stockholders to be held in 2018;

NameAgeCommitteesDirector
Since		Class**
Cheryl R. Blanchard, Ph.D. (1)
59CompensationNovember 2019III
Jessica D. Grossman, M.D.51Audit, Nominating & Corporate GovernanceApril 2018I
Susan L. Kelley, M.D.69Nominating & Corporate Governance*October 2014I
Sabrina Martucci Johnson57NoneJuly 2017III
Gregory W. Matz, CPA64Audit*, Nominating & Corporate GovernanceSeptember 2018II
Sophia Ononye-Onyia, Ph.D.(1)
40Nominating & Corporate Governance, CompensationApril 2021I
William H. Rastetter, Ph.D.76Compensation*January 2014***II
Robin J. Steele, J.D., L.L.M.68Audit, CompensationJuly 2017II

the class II directors are Alan L. Crane, Steven E. Hall, David R. Parkinson and David R. Walt, and their term expires at the Annual Meeting; and

2024 Proxy Statement | Page 6

the class III directors are Paul A. Friedman, William T. McKee and William H. Rastetter, and their term will expire at the annual meeting of stockholders to be held in 2017.



Our certificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation and bylaws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Our board of directors, on the recommendation of our nominating and corporate governance committee, has nominated Alan L. Crane, David R. Parkinson and David R. Walt for re-election as class II directors at the Annual Meeting. Each director that is elected at the Annual Meeting will be elected to serve for a three-year term that will expire at our annual meeting of stockholders to be held in 2019.  Dr. Hall has indicated that he will not stand for re-election at the Annual Meeting and his service as a director will end at the Annual Meeting. Our board of directors has resolved to decrease the size of our board from ten to nine directors immediately following the Annual Meeting.

If no contrary indication is made, proxies in the accompanying form are to be voted for Mr. Crane, Dr. Parkinson and Dr. Walt, or, in the event that any of these candidates is not a candidate or is unable to serve as a director at the time of election (which is not currently expected), for any nominee who is designated by our board of directors to fill the vacancy.

Information Regarding Directors

The information set forth below as to the directors and nominees for director has been furnished to us by the directors and nominees for director:

Nominees for Election to the Board of Directors

For a Three-Year Term Expiring at the

2019 Annual Meeting of Stockholders (Class II)

Name

Age

Present Position with Cerulean Pharma Inc.

Alan L. Crane

*

52

Director

Committee chairperson

David R. Parkinson, M.D.

**

65

Director

The term for Class I directors ends at our 2024 annual meeting of stockholders. The term for Class II and III directors ends at our annual meeting of our stockholders to be held in 2025 and 2026, respectively.

David R. Walt, Ph.D.

***

Dr. Rastetter has served as Chair of our Board since July 2019.
(1)

63

Director

Dr. Ononye-Onyia will not stand for re-election at the 2024 annual meeting of stockholders. As previously reported, Drs. Blanchard and Ononye-Onyia will resign from our Board immediately prior to the Annual Meeting. The size of our Board will be reduced from eight to six members effective as of the Annual Meeting.

Alan L. Crane

is oneCheryl R. Blanchard, Ph.D.Dr. Blanchard currently serves as President and Chief Executive Officer of Cerulean’s co-foundersAnika Therapeutics, Inc., a publicly traded biotech and medical devices company, a position she has held since April 2020, and before that she served as a member of our board of directors since 2006. Mr. Crane served as our Chairman from 2009 to 2014. From our founding until 2009, Mr. Crane served as ourits Interim Chief Executive Officer. Currently, he is Partner and Entrepreneur at Polaris Partners and previously served as a Venture Partner at Polaris. Mr. Crane alsoOfficer since February 2020. From 2014 through November 2019, Dr. Blanchard served as President and Chief Executive Officer of Momenta Pharmaceuticals,Dare MB Inc. Prior, which we acquired in November 2019. From July 2018 to this, heJuly 2019, Dr. Blanchard served as President and Chief Executive Officer of Keratin Biosciences, Inc., a privately-held biotechnology company created in July 2018 by the business combination of Dare MB Inc. and KeraNetics, LLC. From 2000 to 2012, Dr. Blanchard was an officer of Zimmer, Inc., a medical device company focused on musculoskeletal products, serving as Senior Vice President, Chief Scientific Officer, and general manager of Global Corporate DevelopmentZimmer Biologics. Since 2012, Dr. Blanchard has also been a principal of Blanchard Consulting, LLC, which provides scientific, regulatory, and business strategy consulting services to medical device companies and private equity clients. Prior to Zimmer, Dr. Blanchard built and led the medical device practice at Millennium Pharmaceuticals,Southwest Research Institute while also serving as an adjunct professor at the University of Texas Health Science Center, both in San Antonio, Texas. Some of her work led to the creation of Keraplast Technologies, LLC. Dr. Blanchard also serves on the board of Vigil Neuroscience, Inc. Mr. Crane, a publicly traded biotech company focused on developing treatments for neurodegenerative diseases, as well as the board of Anika Therapeutics, Inc. She previously served on the board of directors of SeaSpine Holdings Corporation, from July 2015 to May 2019, and of Neuronetics, Inc., from February 2019 to June 2020. In 2015, Dr. Blanchard was elected to the National Academy of Engineering, among the highest professional distinctions accorded to an engineer. Dr. Blanchard received her Masters of Science and Ph.D. in Materials Science and Engineering from the University of Texas at Austin and her Bachelor of Science in Ceramic Engineering from Alfred University. Our Board believes that Dr. Blanchard is qualified to serve on our Board due to her extensive leadership experience with several life science companies, her experience with product development, and her experience as a director of life science companies.
Jessica D. Grossman, M.D. Dr. Grossman currently serves as the Chief Executive Officer of IgGenix, a company developing first-in-class therapies for people limited by food allergies and other severe allergic conditions. From 2015 to 2020, Dr. Grossman served as Chief Executive Officer of Medicines360. Medicines360 is a global non-profit women’s health pharmaceutical company that developed the FDA-approved contraceptive IUD LILETTA® (52-mg levonorgestrel-releasing intrauterine system). From 2011 to 2014, Dr. Grossman served on the board of directors of Medicines360, and from 2014 to 2018 she served as Chair of AlliancePartners360, a wholly owned subsidiary of Medicines360 that serves the non-profit, public benefit mission of Medicines360 of expanding access to medicines for women regardless of their socioeconomic status, insurance coverage, or geographic location. From 2013 to 2014, Dr. Grossman served as President and Founding Chief Executive Officer of Sense4Baby, Inc. Dr. Grossman served as a Medical Director at Ethicon Endo-Surgery, part of the Johnson & Johnson family of companies, from 2010 to 2013. From 2008 to 2010, Dr. Grossman was the Founder and Chief Executive Officer of JG Limited LLC, a consulting company providing services to medical technology companies and non-profit organizations in the areas of clinical and commercial strategy. From 2005 to 2008, Dr. Grossman was Founder and President of Gynesonics, an early stage medical device company focused on minimally invasive solutions for women’s health which developed the first intrauterine ultrasound-guided radiofrequency ablation device for fibroid tumors. Dr. Grossman holds numerous patents, has published several peer-reviewed articles and conducted research at the Beth Israel Deaconess Medical Center, one of the teaching hospitals of Harvard Medical School. Dr. Grossman received her M.D. from Thomas Jefferson University, Jefferson Medical College. Our Board believes that Dr. Grossman is qualified to serve on our Board due to her extensive experience in women’s health, her executive leadership experience with several life science companies, and her experience with product development and commercialization.
Susan L. Kelley, M.D. Dr. Kelley has been developing drugs in oncology and immunology for over 35 years. Dr. Kelley also serves as a member of the board of directors of privateDeciphera Pharmaceuticals, Inc., IDEAYA
2024 Proxy Statement | Page 7


Biosciences, Inc. and A2 Biotherapeutics. From 2011 until its acquisition by Merck & Co. in 2020, Dr. Kelley served on the board of ArQule, Inc. and, from 2016 until its acquisition by Merck & Co. in 2019, she served on the board of Immune Design Corp. She was a director at VBL Therapeutics, Ltd. from 2018 until 2020. From 2008 to 2011, Dr. Kelley served as Chief Medical Officer of the Multiple Myeloma Research Consortium and its sister organization, the Multiple Myeloma Research Foundation. Previously, Dr. Kelley held positions at Bayer Healthcare Pharmaceuticals and Bayer-Schering Pharma, including Vice President, Global Clinical Development and Therapeutic Area Head—Oncology, where she led the Bayer team responsible for the development and worldwide regulatory approval of Nexavar® (sorafenib). Prior to joining Bayer, Dr. Kelley worked at Bristol-Myers Squibb in Oncology and Immunology drug development ultimately serving as Executive Director, Oncology Clinical Research, at the Bristol-Myers Squibb Pharmaceutical Research Institute. Dr. Kelley was a Fellow in Medical Oncology and Clinical Fellow in Medicine at Dana-Farber Cancer Institute, Harvard Medical School, and a Fellow in Medical Oncology and Pharmacology at Yale University School of Medicine. Dr. Kelley also serves as an Entrepreneur-in-Residence at the Yale University Office of Cooperative Research. Dr. Kelley received her M.D. from Duke University School of Medicine. Our Board believes that Dr. Kelley is qualified to serve on our Board due to her experience in life sciences and clinical development and her experience as a director of life sciences companies.
Sabrina Martucci Johnson. Ms. Johnson is a life sciences executive committed to advancing improvements in women’s healthcare. She has served as our Chief Executive Officer since July 2017, following the completion of the business combination transaction through which the private company that conducted the business we currently conduct, which we refer to as Private Daré, became a public company. She co-founded Private Daré in 2015 and served as its President and Chief Executive Officer since its inception until the completion of the foregoing transaction. From May 2015 to July 2017, Ms. Johnson served as the Chief Financial Officer of the California Institute for Biomedical Research (now part of The Scripps Research Institute), served as President of WomanCare Global Trading, a specialty pharmaceutical company in female reproductive healthcare with commercial product distribution in over 100 countries, from October of 2014 to May of 2015, and served as its Chief Financial Officer and Chief Operating Officer from July 2013 to October 2014. Ms. Johnson provided financial consulting services to the WomanCare Global family of companies, Arsiaincluding the United Kingdom-based non-profit division, from November 2012 to July 2013. From 2002 until its sale in 2010, Ms. Johnson served as Chief Financial Officer of Cypress Bioscience, Inc., a publicly-traded pharmaceutical company, and in addition served as its Chief Operating Officer from 2008 until its sale in 2010. Ms. Johnson began her career in the biotechnology industry as a research scientist with Baxter Healthcare, Hyland Division, working on their recombinant factor VIII program, and later held marketing and sales positions with Advanced Tissue Sciences and Clonetics Corporation. Ms. Johnson currently serves on the boards of ATAI Life Sciences, a publicly-traded clinical-stage biopharmaceutical company aiming to transform the treatment of mental health disorders; BIOCOM, as Chair Elect; and the Clearity Foundation, as past board chair. Additionally. Ms. Johnson serves on the Board of Advisors of Tulane University School of Science & Engineering, and on the audit committee of Project Concern International. Ms. Johnson is also past co-president of Women Give San Diego, which funds non-profit organizations serving women and girls in San Diego, and formerly served on the board of Planned Parenthood of the Pacific Southwest, Athena San Diego, and formerly served as the Chair of the University of California San Diego (UCSD) Librarian's Advisory Board. Ms. Johnson was formerly on the board of directors of Aethlon Medical, Inc., a publicly-traded company developing immunotherapeutic technologies to combat infectious disease and cancer. Ms. Johnson has a Masters of International Management degree with honors from the American Graduate School of International Management (Thunderbird), a MSc. in Biochemical Engineering from the University of London, University College London and a BSc. in Biomedical Engineering from Tulane University, where she graduated magna cum laude. Our Board believes that Ms. Johnson is qualified to serve as our Chief Executive Officer and as a member of our Board due to her leadership experience in life sciences, women’s reproductive healthcare, development and commercial distribution of healthcare products, capital raises, and her experience as an officer in life sciences and women’s reproductive healthcare non-profit and for-profit companies, including publicly traded companies.
Gregory W. Matz, CPA. Mr. Matz currently serves on the board of One Stop Systems, Inc., a publicly-traded company focused on high-performance edge computing. Mr. Matz retired as the Senior Vice President and Chief Financial Officer for The Cooper Companies in November 2016. Additionally, he served as the company’s Chief Risk Officer. The Cooper Companies is a publicly traded, global medical device company that operates through two business units, CooperVision and CooperSurgical. He previously was the Vice President and Chief Financial Officer for CooperVision from May 2010 to December 2011. Prior to joining the company Mr. Matz held key management roles in finance and marketing at Agilent Technologies and Hewlett Packard. He began his career at KPMG and is a CPA with an active certification. Mr. Matz graduated from the University of San Francisco with a Bachelor of Science in Business and the University of Pennsylvania, The Wharton School’s Advanced Management Program. Mr. Matz is also a National Association of Corporate Directors (NACD) Board Leadership Fellow and has
2024 Proxy Statement | Page 8


earned the NACD Directorship Certification credential. In addition, Mr. Matz achieved the NACD/Carnegie Mellon University CERT Certification in Cybersecurity Oversight. Our Board believes Mr. Matz’s experience as a chief financial officer and chief risk officer of a company within the women’s health industry and his corporate experience and skills in financial functions, including planning, reporting, and audit, in risk management, in managing internal growth and in capital markets and corporate strategy qualifies him to serve as a member of our Board and to fill the important role of “audit committee financial expert.”
Sophia Ononye-Onyia, Ph.D., M.P.H., M.B.A. Dr. Ononye-Onyia is the Chief Executive Officer of The Sophia Consulting Firm, which she founded in December 2017 and fully operationalized in June 2019. Her consultancy provides strategic marketing, social media and corporate communications consulting services to pharmaceutical, biotech and health tech companies. Dr. Ononye-Onyia is also the creator, host and producer of the Amplifying Scientific Innovation Video Podcast, which provides a platform for senior executives in the biotech and pharmaceutical industries to share their perspectives on the pharmaceutical industry on critical issues such as health equity, inclusion and diversity. From May 2017 to May 2019, Dr. Ononye-Onyia served in senior leadership roles culminating in an Executive Vice President, Managing Director role at Rx Medical Dynamics LLC (a/k/a RxMD), a firm that provides integrated medical affairs and public affairs consulting services to biopharmaceutical companies, where she managed client relationships, oversaw operations management and new business development, and provided strategy consulting services related to commercial preparedness for global biopharmaceutical companies across various therapeutic areas including women’s health. From January 2017 to April 2017, she served as an independent consultant providing advisory services to biotechnology companies in the areas of research and development, corporate strategy, corporate communications and investor relations. From September 2016 to December 2016, Dr. Ononye-Onyia was Head of Corporate Communications of OncoSec Medical Inc., a biotechnology company focused on cytokine-based intratumoral cancer immunotherapies, and, from February 2016 to August 2016, she served as Director of Healthcare & Life Sciences Practice of The Beacon Group, a growth strategy consulting firm serving companies in the Fortune 500. Dr. Ononye-Onyia was recently selected to join the inaugural class of the EY Entrepreneurs Access Network. She is on the Advisory Council of the Dell Women's Entrepreneur Network and is the President of the New York Chapter Board of Directors for the Healthcare Businesswomen’s Association. Dr. Ononye-Onyia is an Editorial Advisory Board Member for Cell & Gene, member of the Entrepreneur Leadership Network and contributor for several leading outlets inclusive of Inc. Magazine and MIT Technology Review. Dr. Ononye-Onyia also serves as an Entrepreneur-in-Residence at the Yale University Office of Cooperative Research and recently received a Tradition of Excellence Award from the University of Connecticut School of Pharmacy. Dr. Ononye-Onyia earned her Ph.D. in Pharmaceutical Science with a specialization in Medicinal and Natural Product Chemistry from the University of Connecticut and completed her postdoctoral training in medical oncology research at the Yale University School of Medicine. She also has an M.B.A. with a specialization in Health Care Management and an Advanced Business Certificate in Health Care Finance and Insurance from the University of Connecticut, a Masters in Public Health (MPH) from Bowling Green State University and the University of Toledo, and a B.S. Honors in Chemistry, with a specialization in Biochemistry, from Bowling Green State University. Dr. Ononye-Onyia earned the National Association of Corporate Directors (NACD) Directorship Certification credential in 2022. Our Board believes that Dr. Ononye-Onyia is qualified to serve on our Board due to her multidisciplinary background and education (Ph.D., M.P.H., M.B.A.), diverse therapeutic area experience including women’s health, and strategic marketing and communications experience in the emerging and established biopharmaceutical and healthcare markets.
William H. Rastetter, Ph.D. Dr. Rastetter has served as Chair of our Board since July 2019. He also currently serves as Chairman of the board of directors of Neurocrine Biosciences, Inc. and of Fate Therapeutics, Inc., Visterra, Inc., Seventh Sense Biosystems, Inc., Navitor Pharmaceuticals, Inc., XTuit Pharmaceuticals, Inc., KSQ Therapeutics, Inc., and Vaccinex, Inc. Previously, he served as a member of the board of directors of Sirtris Pharmaceuticals, Inc. (acquired by GlaxoSmithKline), AdnexusRegulus Therapeutics, Inc. (acquired by Bristol Myers Squibb), T2 Biosystems, Inc., Hydra Biosciences, Momenta Pharmaceuticals, Inc., and Ocular Therapeutix. Mr. Crane received his B.A., M.A. and M.B.A. from Harvard University.  We believe that Mr. Crane is qualified to serve on our board of directors due to his role in our founding, his institutional knowledge as a result of his continuous service on our board since 2006, and his significant experience as an investor in, and executive and director of, life sciences companies.


David R. Parkinson, M.D. has served as a member of our board of directors since October 2014. Dr. Parkinson is the President and Chief Executive Officer of Essa Pharma Inc., a position he has held since January 2016, and a venture partner at New Enterprise Associates, a position he has held since 2012. From 2007 to 2012, Dr. Parkinson served as President and Chief Executive Officer of Nodality, a private biotechnology company focused on the biological characterization of signaling pathways. Prior to that, Dr. Parkinson was Senior Vice President of Oncology Research and Development at Biogen Idec Inc., where he oversaw oncology discovery and research efforts and the development of the oncology pipeline. Prior to Biogen Idec, Dr. Parkinson served as Vice President of Oncology Development at Amgen Inc. and Vice President of Global Clinical Oncology Development at Novartis AG. Dr. Parkinson also worked at the National Cancer Institute, with his last position as Acting Associate Director of the Cancer Therapy Evaluation Program. He has also held academic positions at the M.D. Anderson Cancer Center, University of Texas, and New England Medical Center of Tufts University School of Medicine. Dr. Parkinson is a past Chairman of the U.S. Food and Drug Administration, or FDA, Biologics Advisory Committee and is a recipient of the FDA’s Cody Medal. He is a past President of the International Society of Biological Therapy, and past editor of the Journal of Immunotherapy. Dr. Parkinson has served on the National Cancer Policy Forum of the Institute of Medicine and is a past Co-chair of the Cancer Steering Committee of the National Institute of Health Foundation Biomarkers Consortium. He currently serves as a member of the board of directors of the Multiple Myeloma Research Foundation and as the Chairperson of the American Association of Cancer Research (AACR) Finance and Audit Committee. Dr. Parkinson was formerly a member of the board of directors of Facet Biotech, Inc., acquired by Abbott Pharmaceuticals, as well as a member of the board of directors of Ambit Biosciences, a publicly traded biopharma company acquired by Daiichi Sankyo. He currently serves as a member of the board of directors of Threshold Pharmaceuticals, Essa Pharma Inc., and 3SBio. Dr. Parkinson received his M.D. as gold medalist from the University of Toronto Faculty of Medicine, with internal medicine and hematology/oncology training in Montreal at McGill University and in Boston at New England Medical Center.  We believe that Dr. Parkinson is qualified to serve on our board of directors due to his experience in life sciences and his knowledge of regulatory issues related to drug development.

David R. Walt, Ph.D. has served as a member of our board of directors since September 2015. Dr. Walt currently serves as University Professor, Professor of Biomedical Engineering, Professor of Genetics, and Professor of Oral Medicine at Tufts University, where he has served since 1981, and is a Howard Hughes Medical Institute Professor, a position he has held since 2006. He also serves as Director of Tufts Institute for Innovation. Dr. Walt was the Founding Scientist of Illumina, Inc. and Quanterix Corporation and currently serves as a member of the board of directors and chairman of the scientific advisory board of each company. He was also a founder and currently serves as a member of the board of directors of Ultivue, Inc., and serves as a member of the board of directors of Exicure, Inc. He has received numerous national and international awards and honors for his fundamental and applied work in the field of optical sensors, microwell arrays and single molecule detection. Dr. Walt is a co-chair of the board of directors of Chemical Sciences and Technology of the U.S. National Academy of Sciences. He is a member of the U.S. National Academy of Engineering, American Academy of Arts and Sciences, a fellow of the American Institute for Medical and Biological Engineering, a fellow of the National Academy of Inventors, and a fellow of the American Association for the Advancement of Science. Dr. Walt received a B.S. in Chemistry from the University of Michigan and a Ph.D. in Chemical Biology from Stony Brook University.  We believe that Dr. Walt is qualified to serve on our board of directors due to his experience in developing life sciences companies and his expertise in biomedical engineering.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF ALAN L. CRANE, DAVID R. PARKINSON AND DAVID R. WALT.

Members of the Board of Directors Continuing in Office

Term Expiring at the 2017 Annual Meeting of Stockholders (Class III)

Name

Age

Present Position with Cerulean Pharma Inc.

Paul A. Friedman, M.D.

73

Executive Chairman of the Board

William T. McKee

54

Director

William H. Rastetter, Ph.D.

68

Lead Independent Director

Paul A. Friedman, M.D. has served as our Executive Chairman since October 2014 and as a member of our board of directors since January 2014. From 2001 to 2014, he served as Chief Executive Officer of Incyte Corporation, a public biotechnology company, where he also served as President. Prior to that, Dr. Friedman was President of DuPont Pharmaceuticals Research Laboratories, a wholly owned subsidiary of DuPont Pharmaceuticals Company (formerly The DuPont Merck Pharmaceutical Company), President of Research and Development of The DuPont Merck Pharmaceutical Company, and Senior Vice President at Merck Research Laboratories. Prior to his work at Merck and DuPont, Dr. Friedman was an Associate Professor of Medicine and Pharmacology at


Harvard Medical School. Dr. Friedman is a Diplomate of the American Board of Internal Medicine and a Member of the American Society of Clinical Investigation. Dr. Friedman is a member of the board of directors of Incyte Corporation, a publicly traded biopharmaceutical company, Synta Pharmaceuticals Corp., a publicly traded biopharmaceutical company, and private biopharmaceutical companies, Gliknik, Inc. and Navitor Pharmaceuticals, Inc. Dr. Friedman was a member of the board of directors of Bausch & Lomb Incorporated, Sirtris Pharmaceuticals, Inc. and Auxilium Pharmaceuticals, Inc., until the acquisition of each of these companies. Dr. Friedman received his A.B. from Princeton University and his M.D. from Harvard Medical School. We believe that Dr. Friedman is qualified to serve on our board of directors due to his management, research and development experience and his experience as an executive and director of life sciences companies.

William T. McKee has served as a member of our board of directors since January 2014. Mr. McKee served as Chief Operating Officer and Chief Financial Officer at EKR Therapeutics,Iambic, Inc., a private specialty pharmaceutical company using AI to design and develop medicinal agents. Dr. Rastetter serves as an advisor to the venture capital firm, Illumina Ventures. Dr. Rastetter is co-founder and Chairman of the non-profit, San Diego Squared, that focuses on preparing students from 2010 until EKR was sold to Cornerstone Therapeutics Inc.underserved communities for careers in 2012. Until March 2010, Mr. McKee served as the Executive Vice President and Chief Financial Officer of Barr Pharmaceuticals, LLC, a subsidiary of Teva Pharmaceutical Industries Limited, a generic pharmaceutical company, and the successor entity to Barr Pharmaceuticals, Inc., a publicly traded specialty pharmaceutical company, which was acquired by Teva. Mr. McKee was also Executive Vice President and Chief Financial Officer of Barr prior to its acquisition by Teva, after having served in positions of increasing responsibility at Barr until its acquisition. Prior to joining Barr, Mr. McKee served as Director of International Operations and Vice President-Finance at Absolute Entertainment, Inc., a private developer and marketer of entertainment software. Mr. McKee previously worked at Gramkow & Carnevale, CPAs, and Deloitte & Touche. Mr. McKee serves on the board of directors of Agile Therapeutics, Inc., a public specialty biopharmaceutical company, and previously served on the board of Auxilium Pharmaceuticals, Inc. until its acquisition. Mr. McKee received his B.B.A. from the University of Notre Dame. We believe that Mr. McKee is qualified to serve on our board of directors due to his financial and leadership experience as a chief financial officer.

William H.STEM. Dr. Rastetter Ph.D. has served as a member of our board of directors since January 2014 and as lead independent director since April 2014. He is a Co-Founder ofco-founded Receptos, Inc., a biopharmaceutical company, where he previously held the roles of Acting Chief Executive Officer from 2009 to 2010, and Director and Chairman of the board of directors from 2009 to 2015. Dr. Rastetter also served on the board of Illumina, Inc., a leading public genomic technology company, from 1998 until January 2016, servingand as chairman and a member of the compensation committee during his tenure.Chairman from 2005 to 2016. Dr. Rastetter also served as a founding director of Grail, Inc. (2016) and as its interim CEO and Chairman (2017-2018), and continued as a director until its acquisition by Illumina, Inc. in 2021. Dr. Rastetter was a Partner at the venture capital firm of Venrock Associates from 2006 to 2013. Prior to his tenure with Venrock, Dr. Rastetter was Executive Chairman of Biogen Idec Inc. Heand was previously Chairman and Chief Executive Officer of Idec Pharmaceuticals, and priorPharmaceuticals. Prior to Idec, he was Director of Corporate Ventures at Genentech, Inc. and served as well in a scientific capacity at Genentech. Dr. Rastetter also serves as the Chairman of the board of directors of publicly traded life sciences companies, Neurocrine Biosciences, Inc., and Fate Therapeutics, Inc. and as a member of the board of directors of Regulus Therapeutics, Inc. and Grail Bio.  Dr. Rastetter has held various faculty positions at the Massachusetts Institute of Technology and Harvard University and is an Alfred P. Sloan Fellow. Dr. Rastetter holds a B.S.S.B. from the Massachusetts Institute of Technology and received his M.A. and Ph.D.

2024 Proxy Statement | Page 9


from Harvard University. We believeOur Board believes that Dr. Rastetter is qualified to serve on our board of directorsBoard due to his extensive experience in the biotechnology industry, his broad leadership experience with several public and private biotechnology companies, and his experience with financial matters.
Robin J. Steele, J.D., LL.M.

Term Expiring at Ms. Steele has worked as an executive and board member in the 2018 Annual Meeting of Stockholders (Class I)

Name

Age

Present Position with Cerulean Pharma Inc.

Christopher D.T. Guiffre

47

President and Chief Executive Officer, Director

Susan L. Kelley, M.D.

61

Director

Stuart A. Arbuckle

50

Director

Christopher D. T. Guiffre has served as a member of our boardlife sciences industry for over 30 years. She also currently serves on the boards of directors and as our President and Chief Executive Officer since March 2015. He previously served as Chief Operating Officer and as Senior Vice President and Chief Business Officer. Prior to that, Mr. Guiffre held a number of senior executive positions at various biopharmaceutical companies, including President and Chief Executive Officer of AlvosCoagulant Therapeutics, Inc., Chief Business Officer at Hydra Biosciences,Nacuity Pharmaceuticals, Inc., and a senior executive at Cubist Pharmaceuticals,Ocuterra Therapeutics, Inc., most recently She served as Senior Vice President, General Counsel and Secretary. Mr. Guiffre has also held several positions at Renaissance Worldwide,Secretary of InterMune, Inc., includinga publicly-traded biopharmaceutical company, from 2004 to 2014. From 1998 to 2003, Ms. Steele served as Vice President General Counsel and Clerk. Prior to that, he was an Associate at Bingham, Dana & Gould LLP (nowof Legal Affairs for Elan Pharmaceuticals, a part of Morgan, Lewis & Bockius LLP). Mr. Guiffrepublicly traded pharmaceutical company. Ms. Steele received a B.S.B.A. from Babson College,the University of Colorado, a J.D. from Bostonthe University of California, Hastings College of the Law, School, and an M.B.A.LL.M. in Taxation from Boston College CarrollNew York University School of Management.  We believeLaw. Ms. Steele earned the National Association of Corporate Directors (NACD) Directorship Certification credential in 2021. Our Board believes that Mr. GuiffreMs. Steele is qualified to serve on our Board due to her expertise in legal matters and corporate governance, her prior experience as general counsel of a public company and her involvement as a board member and advisor for a number of directors becauseprivate life science companies.

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CORPORATE GOVERNANCE

Role of his service asthe Board of Directors
Our Board oversees and provides guidance for our Chief Business Officer, Chief Operating Officerbusiness and Presidentaffairs, and oversees our risk management process. Our Board also oversees the development of our strategy and business planning process and management’s implementation of them and oversees management.
Board Leadership Structure
The positions of Chair of our Board and Chief Executive Officer as well as his extensive knowledgeare separated. The Chair of our companyBoard has authority, among other things, to call and industry.


Susan L. Kelley, M.D.preside over Board meetings, to set meeting agendas and to determine materials to be distributed to our directors. The Chair has servedsubstantial ability to shape the work of our Board. We believe that separation of the positions of chair and chief executive officer reinforces the independence of our Board in its oversight of our business and affairs. In addition, we believe that separation of the positions of chair and chief executive officer creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board to monitor whether management’s actions are in our best interests and in the best interests of our stockholders. As a result, we believe that having the positions of chair and chief executive officer separated can enhance the effectiveness of our Board as a memberwhole.

In addition, we have a separate chair for each committee of our Board. The chair of each committee is expected to report to our Board from time to time, or whenever so requested by our Board, on the activities of the committee he or she chairs in fulfilling its responsibilities as detailed in the committee's charter or specify any shortcomings should that be the case.
Board Diversity
Our Board is committed to fostering a diversity of backgrounds and perspectives so that our Board positions our company for the future. The members of our Board represent a mix of ages, genders, races, ethnicities, geographies, cultures, and other perspectives that we believe expand our Board’s understanding of the needs and viewpoints of our partners, employees, stockholders, and other stakeholders. The matrix below provides certain information regarding the composition of our Board. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Board Diversity Matrix (As of April 8, 2024)
FemaleMale
Part I: Gender Identity
Directors62
Part II: Demographic Background
African American or Black10
White52
Director Independence
As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the members of a listed company’s board of directors since October 2014. Dr. Kelley has been developing drugs in oncology and immunology for over 25 years. She servedmust qualify as Chief Medical Officer of the Multiple Myeloma Research Consortium and its sister organization, the Multiple Myeloma Research Foundation from 2008 to 2011. Previously, Dr. Kelley held positions of increasing responsibility at Bayer Healthcare Pharmaceuticals and Bayer-Schering Pharma, including Vice President, Global Clinical Development and Therapeutic Area Head – Oncology, where she led the Bayer team responsible for the development and worldwide regulatory approval of Nexavar® (sorafenib), including a renal cell carcinoma indication. Prior to joining Bayer, she worked at Bristol-Myers Squibb in Oncology and Immunology drug development where she held positions of increasing responsibility, ultimately serving“independent,” as Executive Director, Oncology Clinical Research, at the Bristol-Myers Squibb Pharmaceutical Research Institute. She was a Fellow in Medical Oncology and Clinical Fellow in Medicine at Dana-Farber Cancer Institute, Harvard Medical School, and a Fellow in Medical Oncology and Pharmacology at Yale University School of Medicine, where she also served as a Clinical Assistant Professor of Medicine. Dr. Kelley served onaffirmatively determined by the board of directors of Alchemia Pty Ltd, a publicly traded biopharmaceutical company, from 2013 to 2015. Dr. Kelley currently serves as a member of the board of directors of ArQule, Inc., an oncology-focused biotechnology company. Dr. Kelley received her M.D. from Duke University School of Medicine.  We believe that Dr. Kelley is qualified to serve ondirectors. Our Board consults with our board of directors due to her experience in life sciences and clinical development and her experience as a director of life sciences companies.

Stuart A. Arbuckle has served as a member of our board of directors since June 2015. Since 2012, Mr. Arbuckle has served as Executive Vice President and Chief Commercial Officer at Vertex Pharmaceuticals Incorporated, a publicly traded pharmaceutical company, where he oversees Vertex’s global commercial team. Prior to joining Vertex, Mr. Arbuckle worked at Amgen, Inc. where he held multiple commercial leadership roles, including Vice President and General Manager, Oncology Business Unit. He was responsible for sales and marketing efforts for Aranesp®, Neulasta® and NEUPOGEN®, and led the successful launches of XGEVA® and Nplate®. He also served as Vice President and Regional General Manager and led efforts to expand Amgen’s presence in Japan and emerging markets in Asia, the Middle East and Africa. Prior to these roles, Mr. Arbuckle spent more than 15 years at GlaxoSmithKline plc, where he held sales and marketing roles of increasing responsibility for medicines aimed at treating respiratory, metabolic, musculoskeletal, cardiovascular and other diseases. Mr. Arbuckle holds a B.S. with honours in pharmacology and physiology from the University of Leeds in the United Kingdom.  We believe that Mr. Arbuckle is qualified to serve on our board of directors due to his extensive commercial oncology expertise.


CORPORATE GOVERNANCE

General

We believe that good corporate governance is importantlegal counsel to ensure that weits determinations are managed forconsistent with relevant securities and other laws and regulations regarding the long-term benefitdefinition of “independent,” including those set forth in Nasdaq listing standards, as in effect from time to time. Consistent with these considerations, after review of all relevant identified transactions or relationships between each of our stockholders. This section describes key corporate governance practicesdirectors, or any of his or her family members, and the Company, its senior management and its independent auditors, our Board affirmatively determined that we have adopted. We have adopted a code of business conduct and ethics, which applies to all of our directors, except Ms. Johnson who is not considered independent because she is one of our executive officers, are independent directors as defined by Rule 5605(a)(2) of the Nasdaq Listing Rules.

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Board Committees
Our Board has a standing audit, compensation, and employees,nominating and corporate governance guidelines and charters for our audit committee our compensation committee, our nominating and governance committee and our clinical advisory committee. We have posted copies of our code of business conduct and ethics and corporate governance guidelines, as well as each of our committee charters, on the “Corporate Governance” pagecomprised of the “Investors” sectiondirectors identified in the table below. Our Board has determined that all committee members are independent under applicable Nasdaq and SEC rules for committee memberships. Each committee operates under a written charter adopted by our Board that sets out its role and responsibilities, a copy of which is available on our website www.ceruleanrx.com, which you can access free of charge.at www.darebioscience.com. Information contained on the website is not incorporated by reference in, or considered part of, this proxy statement. We intendProxy Statement.
DirectorAuditCompensationNominating & Corporate
Governance
Cheryl R. Blanchard, Ph.D.M
Jessica D. Grossman, M.D.MM
Susan L. Kelley, M.D.C
Sabrina Martucci Johnson
Gregory W. Matz, CPACM
Sophia Ononye-Onyia, Ph.D.MM
William H. Rastetter, Ph.D.C
Robin J. Steele, J.D., L.L.M.MM
C = chairperson; M = member

In addition to disclosethe standing committees described above, our Board also has a strategic and pricing committee. Our Board may from time to time delegate and empower the strategic and pricing committee to act on behalf of our website any amendmentsBoard, except as to or waivers from, our code of business conduct and ethicsmatters that are required to be disclosed by law or NASDAQ listing standards. We will also provide copies of these documents as well as our other corporate governance documents, free of charge,bylaws may not be delegated to any stockholder upon written request to Cerulean Pharma Inc., 35 Gatehouse Drive, Waltham, MA 02451.

Director Independence

Rule 5605 of the NASDAQ Listing Rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the NASDAQ Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent, that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members also satisfy heightened independence requirements contained in the NASDAQ Listing Rules as well as Rule 10C-1 under the Exchange Act.

Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors of a Delaware corporation, as needed between Board meetings when an accelerated process of Board oversight is necessary or any other boardappropriate. When our Board delegates and empowers the strategic and pricing committee accept, directly or indirectly, any consulting, advisory, or other compensatory fee fromto act, the listed company or anycommittee meets as necessary, and all of its subsidiaries or otherwise be an affiliated personactions are reported to our Board. The current members of the listed company or any of its subsidiaries.

When determining the independence of thestrategic and pricing committee are Dr. Kelley, Mr. Matz (who serves as chair), Ms. Johnson and Ms. Steele. All other members of our compensationBoard are provided notice of the meetings of the strategic and pricing committee underand are invited to attend. The strategic and pricing committee met 13 times during 2023.

Board Oversight of Risk
One of the heightened independence requirements contained in the NASDAQ Listing Rules and Rule 10C-1, our board of directors is required to consider all factors specifically relevant to determining whether a director has a relationship with us that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of that director, including any consulting, advisory or other compensatory fee paid by us to that director; and (2) whether that director is affiliated with our company, a subsidiarykey functions of our company or an affiliate of a subsidiary of our company.

Our board of directors has reviewed the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Mr. Guiffre,Board is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQ Listing Rules. Our board of directors also determined that the members of our audit committee, Mr. Arbuckle, Mr. McKee, and Dr. Walt, and the members of our compensation committee, Drs. Friedman, Hall and Parkinson, satisfy the independence standards for such committees established by the SEC and the NASDAQ Listing Rules, as applicable. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure—Executive Chairman and Lead Independent Director

Our board of directors appointed Dr. Friedman, an independent director, as Executive Chairman in October 2014, when our former Chief Executive Officer resigned.  Dr. Friedman’s extensive knowledge of our issues, opportunities and challenges have enabled a smooth transition to Cerulean’s current Chief Executive Officer, Mr. Guiffre, and provided valuable leadership to our board of directors, allowing it to focus on the most critical matters to the company.  We expect that Dr. Friedman will step down as


Executive Chairman after the Annual Meeting and that our board of directors will appoint Dr. Rastetter Chairman of the board at that time.

Dr. Rastetter currently serves as our lead independent director. As lead independent director, Dr. Rastetter presides over periodic meetings of our independent directors, serves as a liaison between our Chief Executive Officer and Executive Chairman, on the one hand, and our other independent directors, on the other hand, and performs such additional duties as our board of directors may otherwise delegate.

The Board’s Role in Risk Oversight

Our board of directors has responsibility for theinformed oversight of our risk management processes and, eitherprocess. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board, as a whole, oras well as through itsvarious standing committees regularly discusses with managementof our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee has the responsibility to consider and discuss our major risk exposures, the potential impact of these risks on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our board to understand the company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

The audit committee reviews information regarding liquidity and operations, and oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment, risk management and loss prevention. Oversight by the audit committee includes direct communication with our external auditors and external counsel and discussions with management regarding significant risk exposures and the actionssteps our management has taken to limit, monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements and reviews our information technology and data security policies and practices, and assesses cybersecurity related risks. Please refer to Item 1C. "Cybersecurity" of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024 for further information regarding how our Board administers its cybersecurity risk oversight function and the Audit Committee's role in assisting our Board with such oversight, including its responsibility for overseeing our policies, practices and assessments with respect to cybersecurity. The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance practices, including oversight of processes and procedures designed to prevent illegal or control such exposures.improper conduct. The compensation committee is responsible for assessingCompensation Committee assesses and monitors whether any of our compensation policies orand programs havehas the potential to encourage excessive risk-taking. The nominating and corporate governance committee manages risks associated with the independence

Meetings of the boardBoard and potential conflicts of interest. While each committee is responsible for evaluating certain risksits Committees
During 2023, our Board met 17 times, the Audit Committee met nine times, the Compensation Committee met four times, and overseeing the management of such risks, the entire board is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our board as a whole.

Board of Directors Meetings

Our board of directorsNominating & Corporate Governance Committee met sixfour times during our fiscal year 2015. During the year, each of our.

All directors attended at least 75% or more of the totalaggregate number of meetings of the boardBoard and of the committees on which they served during 2023.
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Director Orientation and Continuing Education
Newly elected directors participate in an orientation program designed to help ensure that they have the tools, resources and knowledge to fulfill their duties. Our director orientation program is designed to familiarize newly elected directors with our business, strategy, operations and culture, among other areas, including by providing opportunities for them to meet with members of our management team and other key leaders to gain a deeper understanding of our business and operations. Our director orientation program is also designed to assist newly elected directors in developing the skills and knowledge required to serve on our Board and any assigned Board committees, including through attending outside director education programs sponsored by professional associates as appropriate.
To facilitate the continued educational development of our directors, our Board regularly meets with management and is given periodic presentations throughout the year on our business and recent business developments. Directors regularly engage, formally and informally, with other directors and our management and other key leaders to share ideas, build stronger working relationships, gain broader perspectives and strengthen their working knowledge of our business and strategies. In addition, on an annual basis an external expert meets with the Nominating & Corporate Governance Committee to discuss best practices and new developments relating to corporate governance and the operation of public company boards. Our directors also attend outside director continuing education programs sponsored by educational and other institutions to assist them in staying abreast of developments in corporate governance and critical issues relating to the operation of public company boards.
Board and Committee Evaluations
Our Board is committed to continuous corporate governance improvement, and Board and committee self-evaluations play an important role in ensuring the overall effectiveness of our Board and its committees. Our Board and each of the Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee perform an annual self-evaluation to assess their performance and effectiveness and to identify opportunities to improve. The Nominating & Corporate Governance Committee oversees the Board annual self-evaluation process, reviews and analyzes the results of the self-evaluation with our outside corporate counsel, and presents the results to our Board for discussion, including as to whether changes to our Board’s processes, procedures, composition or Committee structure should be considered. As appropriate, the self-evaluations result in enhancements or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and its committees.
Additional Policies and Practices
Equity Award Grants
We have an Annual Equity Award Granting Policy that sets forth the process and timing for us to follow when we grant annual equity awards to our employees, including our executive officers, pursuant to our equity compensation plans. Under the policy, annual equity awards granted to existing employees must be approved by our Board or the Compensation Committee and will generally be granted, if at all, on the date our Board approves the annual stock option award to our Chief Executive Officer, or if our Board determines not to grant such award, on the date our Board makes such determination, which generally occurs at the first regularly scheduled meeting of our Board each fiscal year. In addition, any such annual grants are typically considered and approved at a meeting of our Board or the Compensation Committee.
In addition, the exercise price of all stock options, which is the only type of equity award we have granted, will be at least equal to the closing market price of a share of our common stock on the effective date of grant.
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Executive Succession Planning
Our Board recognizes the importance of effective executive leadership to our success and reviews executive succession planning at least annually. As part of this process, our Board reviews and discusses the capabilities of our executive management, as well as succession planning and potential successors for our Chief Executive Officer and our other executive officers. The process includes consideration of organizational and operational needs, competitive challenges, leadership/management potential and development and emergency situations.
Hedging and Other Prohibitions
Because we believe it is generally improper and inappropriate for our personnel to engage in short-term or speculative transactions involving our securities, our insider trading policy prohibits our personnel, including our directors, officers, employees and consultants, from engaging in any of the following activities, except in limited circumstances with prior approval of the policy administrator:
•trading in our securities on a short-term basis (any shares of our common stock purchased in the open market must be held for a minimum of six months and ideally longer);
•short sales of our securities;
•use of our securities to secure a margin or other loan;
•transactions in straddles, collars or other similar risk reduction or hedging devices; and
•transactions in publicly-traded options relating to our securities.
In addition to our personnel, their related persons, which includes their immediate family members residing with them, others living in their household, family members who do not reside with them but whose transactions in our securities are directed by them or are subject to their influence or control, and any entities they influence or control, are also subject to the foregoing policy.
As of the date of this Proxy Statement, none of our personnel (and none of their related persons) has sought or obtained approval from the administrator of our insider trading policy to engage in any of the activities described above.
Clawback Policy
The SEC adopted final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act, and Nasdaq adopted listing standards consistent with the SEC rules. In compliance with those standards, we adopted a policy on recovery of erroneously awarded compensation, or “clawback” policy, which applies to our executive officers and any other key employees designed by the Compensation Committee. Under the policy, if we are required to prepare an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under U.S. securities laws, we will determine, with respect to each person subject to the policy, the amount of any incentive-based compensation received by such person during the period forapplicable “look-back period” (which generally means the three completed fiscal years immediately preceding the date on which such director served and meetings held by all committees of the board during the period for which such director served.

Director Attendance at Annual Meetings

Although our company does not have a formal policy regarding attendance by members of our board of directors at our annual meeting,concludes that we encourage all of our directorsare required to attend. 80% of our directors then serving attended our 2015 annual meeting of stockholders. The two directors who were not in attendance were Ram Sasisekharan, Ph.D., and Robert I. Tepper, M.D., each of whom did not stand for re-election.  

Committeesprepare an Accounting restatement) that exceeds the amount of the Boardincentive-based compensation that would have been received by such person had the amount of Directors

Our board has established four standing committees—audit,such incentive-based compensation nominating and corporate governance and clinical advisory—each of which operates under a charter that has been approved by our board of directors. Current copies of each committee’s charter are postedcalculated based on the “Corporate Governance” pagerestated amounts, irrespective of any fault, misconduct or responsibility for the “Investors” sectionaccounting restatement, and thereafter we will reasonably promptly recover such amount of our website, www.ceruleanrx.com.

Our board has determined that all of the members of our audit committee, theerroneously awarded compensation, committee and the nominating and corporate governance committee satisfy the independence standards for such committees establishedsubject to limited exceptions as permitted by Nasdaq rules. The incentive-based compensation covered by the SECpolicy includes all compensation granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (which is generally defined as any measure that is determined and presented in accordance with the NASDAQ listing rules, as applicable. In making such determinations,accounting principles used in preparing our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.


Audit Committee

The members of our audit committee are Mr. Arbuckle, Mr. McKee and Dr. Walt. Mr. McKee chairs the audit committee. Dr. Hall resigned from the committee in June 2015 and was succeeded by Mr. Arbuckle. Dr. Rastetter resigned from the committee in September 2015 and was succeeded by Dr. Walt.

Our audit committee met nine times during 2015. The audit committee’s responsibilities include:

appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements, and related disclosures;

any measure that is derived wholly or in part from such measure).
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monitoring



Compensation Committee
The Compensation Committee’s responsibilities include reviewing, approving and making recommendations regarding our internal control over financial reporting, disclosure controlscompensation policies, practices and procedures to ensure that legal and codefiduciary responsibilities of business conductour Board are carried out and ethics;

that such policies, practices and procedures contribute to our success. The Compensation Committee also administers our clawback policy, our Amended and Restated 2014 Stock Incentive Plan and our 2022 Stock Incentive Plan.

discussing our risk management policies;

establishing policies regarding hiring employees from the registered public accounting firmThe Compensation Committee has adopted processes and procedures for the receipt, retentionconsideration and treatmentdetermination of accounting related complaintsexecutive and concerns;

meeting independently withdirector compensation designed to increase stockholder value, reward executive officers for their contribution to achievement of business objectives, and provide competitive compensation that will attract and retain qualified executives and directors. For further information regarding our registered public accounting firmnon-employee director and management;

reviewing and approving or ratifying ourexecutive compensation policies and procedures for related person transactionsprograms, see "Director Compensation," and "Executive Compensation," below.

The Compensation Committee may delegate authority to one or more subcommittees of the Compensation Committee, each subcommittee to consist of at least two members of the Committee. Any such subcommittee, to the extent permitted by the Compensation Committee and to the extent not limited by applicable law, may exercise all the powers and authority of the Compensation Committee.
The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee has engaged the services of Aon's Human Capital Solutions practice, a division of Aon plc ("Aon"), a national executive compensation consulting firm, to review and approve or ratifyprovide recommendations concerning all related person transactions; and

preparingof the audit committee report required by SEC rules to be included in our proxy statement for our annual meeting of stockholders.

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee.

We believe that the compositioncomponents of our audit committee meetsexecutive compensation program. Aon performs services solely on behalf of the requirementsCompensation Committee and has no relationship with the Company or management except as it may relate to performing such services. Aon assists the Compensation Committee in defining our peer group of companies for executive compensation and practices and in benchmarking our executive compensation program each year. Aon also assists the Compensation Committee in benchmarking our director compensation program and practices against those of our peer group of companies. The Compensation Committee has assessed the independence under current NASDAQ listing standards andof Aon pursuant to SEC rules and regulations. Our boardthe corporate governance rules of directors has determinedNasdaq and concluded that Mr. McKee is an “audit committee financial expert” as defined byAon was independent and that the engagement of Aon raised no conflict of interest under applicable SEC rules and NASDAQ listing standards.

CompensationNasdaq rules.

Nominating and Corporate Governance Committee

The members of our compensation committee are Drs. Friedman, Hall and Parkinson. Dr. Hall chairs the compensation committee. Dr. Parkinson joined the Committee in March 2015.  Dr. Tepper, who previously served on our board, served as the compensation committee chair until May 2015, at which point Dr. Hall succeeded him as chair and Dr. Friedman joined the committee.  Because Dr. Hall is not standing for re-election at the Annual Meeting, our board has appointed Dr. Friedman to succeed Dr. Hall as chairresponsibilities of the compensation committee, effective immediately following the Annual Meeting.  Our board of directors has also appointed Mr. McKee to join the committee, effective immediately following the Annual Meeting.

Our compensation committee met five times in 2015. The compensation committee’s responsibilitiesNominating and Corporate Governance Committee (“Nominating Committee”) include:

reviewing and approving, or making recommendations to our board with respect to, the compensation of our executive officers;

overseeing an evaluation of our senior executives;

overseeing and administering our cash and equity incentive plans;

reviewing•evaluating and making recommendations to our board with respectBoard as to the composition, organization and governance of our Board and its committees,

•evaluating and making recommendations as to director compensation;

candidates,
•evaluating current Board members’ performance,

reviewing•overseeing the process for Chief Executive Officer and discussing annually with management our “Compensation Discussion and Analysis” if and to the extent then required by SEC rules; and

preparing the annual compensation committee report if and to the extent then required by SEC rules.

We believe that the composition of our compensation committee meets the requirements for independence under current NASDAQ listing standards and SEC rules and regulations. Our board of directors has determined that Drs. Hall, Friedman, Parkinson and Mr. McKee are independent as independence is currently defined in applicable SEC rules and NASDAQ listing standards.


Pursuant to its charter, the compensation committee has the authority to retain compensation consultants to assist in its evaluation ofother executive officer succession planning, and

•developing and director compensation. The compensation committee engaged an independent consultant, Arnosti Consulting, Inc., or Arnosti, as a compensation consultant in 2015. Arnosti assistedrecommending governance guidelines for the committee in conducting a competitive compensation assessment for our executive officers forCompany.
Audit Committee
Information regarding the Audit Committee including the functions it performs, its membership, and the number of meetings it held during the fiscal year ended December 31, 2015. In evaluating the total compensation of our executive officers, the compensation committee, with the assistance of Arnosti, established a peer group of publicly traded companiesis set forth in the biopharmaceutical industry that was selected based on comparable market capitalization, number of employees and maturity of product development pipeline. Our compensation committee plans to retain a consultant to provide similar information and advice in future years for consideration in establishing annual salary increases and additional equity grants. We do not believe the retention of, and the work performed by, our consultant creates any conflict of interest.

Nominating and Corporate Governancesection titled, "Audit Committee

The members of our nominating and corporate governance committee are Mr. Arbuckle, Dr. Rastetter and Dr. Walt. Dr. Rastetter chairs the nominating and corporate governance committee.  Mr. Arbuckle joined the committee in June 2015.  Mr. McKee resigned from the committee in September 2015 and was succeeded by Dr. Walt.

Our nominating and corporate governance committee met five times during 2015. The nominating and corporate governance committee’s responsibilities include:

Report," below.

recommending to our board the persons to be nominated for election as directors and to each of the board’s committees;

2024 Proxy Statement | Page 15

reviewing and making recommendations to the board with respect to management succession planning;



developing and recommending to the board corporate governance guidelines; and

Director Nominees

overseeing an annual evaluation of the board.

We believe that the composition of our nominating and corporate governance committee meets the requirements for independence under current NASDAQ listing standards and SEC rules and regulations. Our board of directors has determined that Mr. Arbuckle, Dr. Rastetter and Dr. Walt are independent as independence is currently defined in applicable SEC rules and NASDAQ listing standards.

Clinical AdvisoryThe Nominating Committee

The members of our clinical advisory committee are Drs. Friedman, Kelley and Parkinson. Dr. Kelley chairs the committee.

Our clinical advisory committee met ten times in 2015. The clinical advisory committee’s responsibilities include:

reviewing, evaluating, and advising the board and management regarding the long-term strategic goals and objectives of our clinical programs and regulatory strategy;

monitoring and evaluating regulatory trends and making strategic recommendations to the board regarding the same;

assisting the board with its oversight responsibility for enterprise risk management in areas affecting our clinical programs and regulatory strategy; and

reviewing such other topics as delegated to the committee from time to time by the board.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has served as a member of the board of directors or compensation committee or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our board of directors or our compensation committee. None of the members of our compensation committee is, or has ever been, an officer or employee of our company.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted on our website, www.ceruleanrx.com, a current copy of the code and all disclosures that are required by law or NASDAQ stock market listing standards concerning any amendments to, or waivers from, any provision of the code. Information contained on the website is not incorporated by reference in, or considered part of, this proxy statement.


Director Nomination Process

Our nominating and corporate governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board of directors, and recommending the persons to be nominated for election as directors.

Director Qualifications

The nominating and corporate governance committee’s goal is seeks to assemble a board of directors that, bringsas a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the companyNominating Committee evaluates nominees in the broader context of our Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of our Board. The biographies of our directors in the section entitled "Board of Directors," above, include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director that led the Nominating Committee to believe that that individual should serve on our Board, however, each of the members of the Nominating Committee may have a variety of perspectivesreasons why he or she believes it is appropriate for a particular individual to serve on our Board, and skills derivedthese views may differ from high qualitythe views of other members.

Our Nominating Committee considers director candidates recommended by stockholders as well as from other sources including, without limitation, our directors and officers and third party search firms. Once a candidate is identified, the Nominating Committee will evaluate their qualifications in accordance with our Nominating Committee Policy Regarding Qualifications of Directors appended to our Nominating Committee’s written charter. Threshold criteria include personal integrity and sound judgment, business and professional experience.skills and experience, independence, knowledge of our industry, the absence of possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on our Board, and concern for the long-term interests of our stockholders. The nominating and corporate governance committee believes that the background and qualifications of the board of directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow the board of directors to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

The nominating and corporate governance committeeNominating Committee has not adopted a formal diversity policy in connection with respect to a fixed setthe consideration of specific minimum qualifications for its candidates for membership ondirector nominations or the board of directors and we have no formal policy regarding board diversity. Our priority in selection of boardnominees. However, the Nominating Committee will consider issues of diversity among its members is identificationin identifying and considering director nominees, and strives where appropriate to achieve a diverse balance of members who will further the interestsbackgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our stockholders through their established record of professional accomplishment, the abilityBoard and its committees.

If a stockholder wishes to contribute positively to the collaborative culture among board members, adherence to high ethical standards, knowledge of our business and understanding of the biopharmaceutical industry and competitive landscape. Certain individual skills and qualifications of our directors, which we believe contribute to the effectiveness of the board of directorspropose a candidate for consideration as a whole, arenominee for election to our Board, it must follow the procedures described in our by-laws, including the paragraph below.

The nominatingadvance notice procedures therein. For information regarding the advance notice procedures, please see “Questions and corporate governance committee may consider such other facts, including, without limitation, diversity, as it may deemAnswers About the Annual Meeting and Voting—When are in the best interests of our companystockholder proposals and stockholders. The committee further believes it is appropriatedirector nominations due for at least one member of our board of directors to meet the criteria for an “audit committee financial expert” as that phrase is defined under the regulations promulgated by the SEC, and that a majority of the members of our board of directors be independent as required under the NASDAQ qualification standards. The committee believes it is appropriate for our chief executive officer to serve as a member of our board of directors. Our directors’ performance and qualification criteria are reviewed periodically by the nominating and corporate governance committee.

Identification and Evaluation of Nominees for Directors

The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our board of directors willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for board of director service and who are willing to continue in service on our board of directors are considered for re-nomination. The nominating and corporate governance committee aims to balance the value of continuity of service on our board of directors of existing members of our board of directors with that of obtaining a new perspective or expertise from a new director.

If any member of our board of directors does not wish to continue in service or if our board of directors decides not to re-nominate a member for re-election, the nominating and corporate governance committee identifies a new nominee that meets the criteria describednext year’s annual meeting?” above. The nominating and corporate governance committee generally inquires of our board of directors and members of management for their recommendations. The nominating and corporate governance committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input and assistance from industry experts, analysts or third party search firms. The nominating and corporate governance committee reviews the qualifications, experience and background of suggested candidates. Final candidates, if other than our current directors, would be interviewed by the members of the nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of our company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our board of directors.

We have not received director candidate recommendations from our stockholdersa stockholder and do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggestedindividuals recommended by board members, managementour directors or officers or other parties are evaluated. We doAccordingly, our Board does not intend to treatbelieve a formal policy regarding consideration of stockholder director nomination recommendations in any manner different from other recommendations.

Under our bylaws, stockholders wishing to suggest a candidate for director should write to our corporate secretary. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the


candidate in our proxy statement for the 2017 annual meeting, the recommendationis necessary. Any such recommendations should be received bymade in writing to the Nominating Committee, care of our corporate secretarySecretary at our principal executive office and must include the information required by our by-laws with respect to stockholder director nominations, including information regarding the nominee and stockholder, or beneficial owner, on whose behalf the nomination is made.

There have been no material changes to the procedures by which stockholders may recommend nominees to our Board since such procedures were last described in our definitive proxy statement filed with the SEC on April 27, 2023.
Attendance of Directors at Annual Meetings of Stockholders
We expect all of our directors to attend the Annual Meeting. Our Board has adopted a policy under which each director makes every effort to, but is not required to, attend each annual meeting of our stockholders. All of our directors attended last year's annual meeting of stockholders.
Stockholder Communications with the Board
Our Board has adopted a formal process by which stockholders may communicate with our Board or any of its members. Stockholders who wish to communicate with our Board may do so by sending written communications addressed to the Secretary of Daré Bioscience, Inc., 3655 Nobel Drive, Suite 260, San Diego, CA 92122. These communications will be reviewed by the Secretary, who will determine whether the communication is appropriate for presentation to our Board or the relevant director. The purpose of this screening is to avoid having our Board consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).
2024 Proxy Statement | Page 16


Family Relationships; Arrangements; Legal Proceedings
There are no family relationships among any of our directors and executive officers. There are no arrangements or understandings with another person under which any of our directors or officers was or is to be selected as a director or executive officer. Additionally, none of our directors or executive officers is involved in any legal proceeding that requires disclosure under Item 401(f) of Regulation S-K.
Code of Conduct and Ethics
We have adopted a Corporate Code of Conduct and Ethics and Whistleblower Policy that applies to all members of our Board and all our employees, including our Chief Executive Officer and Chief Accounting Officer. We will provide any person, without charge, a copy of our Corporate Code of Conduct and Ethics and Whistleblower Policy upon written request to Investor Relations, Daré Bioscience, Inc., 3655 Nobel Drive, Suite 260, San Diego, California 92122. We also post on our website a copy of our Corporate Code of Conduct and Ethics and Whistleblower Policy at www.darebioscience.com. Information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement. We intend to disclose any changes in our Corporate Code of Conduct and Ethics and Whistleblower Policy or waivers from it that apply to our principal executive officer, principal financial officer, or principal accounting officer by posting such information on the same website or by filing with the SEC a Current Report on Form 8-K, in each case if such disclosure is required by SEC or Nasdaq rules.
2024 Proxy Statement | Page 17


EXECUTIVE OFFICERS

Set forth below are the names, ages, offices held, tenure, and certain biographical information of each of our executive officers as of April 9, 2024.
NameAgeOfficesExecutive Officer Since
Sabrina Martucci Johnson57Chief Executive Officer, President, Secretary and DirectorJuly 2017
MarDee Haring-Layton48Chief Accounting OfficerJanuary 2024
Ms. Johnson’s biographical information is included above with those of the other members of our Board.
MarDee Haring-Layton. Ms. Haring-Layton joined Daré in January 2018 and has served as our Chief Accounting Officer since January 2024 where she is responsible for oversight of accounting and finance,including our financial and SEC reporting and internal controls. From October 2018 until January 2024, Ms. Haring-Layton served as our Vice President of Accounting & Finance. From 2010 until 2017, Ms. Haring-Layton served as Chief Financial Officer of e.Digital Corporation, a publicly traded IP licensing and development company. Earlier in her career, Ms. Haring-Layton held corporate accounting positions at public companies and provided consulting services for several biotechnology companies. She began her career with Deloitte, LLP. Ms. Haring-Layton has a Bachelor of Science in Business Administration (Accounting) from San Diego State University.
2024 Proxy Statement | Page 18


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information, as of April 09, 2024, regarding the beneficial ownership of our common stock for (1) each person known by us to be the beneficial owner of more than 5% of our common stock, (2) each of our directors, (3) each of our named executive officers and (4) all of our current directors and executive officers as a group.
We have determined beneficial ownership in accordance with our procedures detailedapplicable SEC rules, and the information reflected in the sectiontable below entitled “Stockholder Proposals.” Such submissions must stateis not necessarily indicative of beneficial ownership for any other purpose. Under applicable SEC rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the nominee’s name, together with appropriate biographicalperson has the right to acquire within 60 days after the date set forth in the paragraph above through the exercise of any option, warrant or right or through the conversion of any convertible security. Unless otherwise indicated in the footnotes to the table below and subject to community property laws where applicable, we believe, based on the information furnished to us and background materials,on SEC filings, that each of the persons named in table below has sole voting and informationinvestment power with respect to the stockholder or groupshares indicated as beneficially owned.
The information set forth in the table below is based on 100,581,900 shares of stockholders making the recommendation, includingour common stock issued and outstanding on April 9, 2024. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options, warrants, rights or other convertible securities held by that person that are currently exercisable or will be exercisable within 60 days after such stockholder or groupdate. We did not deem these shares outstanding, however, for the purpose of stockholders,computing the percentage ownership of any other person. Except as well as other information required by our bylaws. We may require any proposed nominee to furnish such other information as we may reasonably require to determineotherwise noted, the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding ofaddress for each person listed in the independence, or lack thereof, of such proposed nominee.

Communications with Our Board of Directors

Stockholders seeking to communicate with our board of directors should submit their written comments to our corporate secretary, by mailing them to Cerulean Pharmatable below is c/o Daré Bioscience, Inc., 35 Gatehouse3655 Nobel Drive, Waltham, MA 02451. All correspondence will be forwarded to the intended recipient(s), except that certain items that are unrelated to the duties and responsibilities of our board of directors (such as product inquiries and comments, new product suggestions, resumes and other forms of job inquiries, surveys, and business solicitations and advertisements) and material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded.

Director Compensation

The following table sets forth information regarding compensation earned by our non-employee directors during fiscal year 2015.

Suite 260, San Diego, California, 92122.

 

 

Fees Earned or

Paid in Cash

 

Option Awards

 

Total

 

Name

 

($)

 

($)(1)

 

($)

 

Paul A. Friedman, M.D.

 

 

196,854

 

 

 

 

49,694

 

(2)(3)

 

 

246,548

 

William H. Rastetter, Ph.D.

 

 

44,962

 

 

 

 

49,694

 

(2)(3)

 

 

94,656

 

Stuart A. Arbuckle

 

 

23,412

 

 

 

 

59,537

 

(4)

 

 

82,949

 

Alan L. Crane

 

 

32,500

 

 

 

 

28,536

 

(2)

 

 

61,036

 

Steven E. Hall, Ph.D.

 

 

44,354

 

 

 

 

28,536

 

(2)

 

 

72,890

 

Susan L. Kelley, M.D.

 

 

50,000

 

 

 

 

46,955

 

(2)(5)

 

 

96,955

 

William T. McKee

 

 

50,049

 

 

 

 

49,694

 

(2)(3)

 

 

99,743

 

David R. Parkinson, M.D.

 

 

44,354

 

 

 

 

47,007

 

(2)(5)

 

 

91,361

 

David R. Walt, Ph.D.

 

 

12,500

 

 

 

 

59,856

 

(6)

 

 

72,356

 

Ram Sasisekharan, Ph.D. (7)

 

 

24,588

 

(8)

 

 

—

 

 

 

 

24,588

 

Robert I. Tepper, M.D. (7)

 

 

18,915

 

 

 

 

—

 

 

 

 

18,915

 

NameNumber of
Shares
Beneficially
Owned		Percentage
Beneficially Owned
5% Stockholders
None
Named Executive Officers and Directors
Sabrina Martucci Johnson (1)2,703,440 2.6%
Lisa Walters-Hoffert (2)1,027,594 1.0%
John Fair (3)607,291 *
Cheryl R. Blanchard, Ph.D. (4)135,500 *
Jessica D. Grossman, M.D. (5)158,000 *
Susan L. Kelley, M.D. (6)165,300 *
Gregory W. Matz (7)158,500 *
Sophia Ononye-Onyia (8)83,000 *
William H. Rastetter, Ph.D. (9)174,225 *
Robin J. Steele (10)406,371 *
All directors and executive officers as a group (9 persons) (11)
4,184,418 4.0%

2024 Proxy Statement | Page 19


(1)

*Less than 1%
(1)Includes 1,741,378 shares of common stock issuable upon exercise of stock options. The amount reported inoutstanding shares are held by The Vincent S. Johnson and Sabrina M. Johnson Family Trust dated February 14, 2005. Ms. Johnson is the “Option Awards” column reflectsco-trustee of such trust and has shared investment and dispositive power over such shares.
(2)Ms. Walters-Hoffert was our former Chief Financial Officer. She resigned from that position effective January 26, 2024. The number of shares shown as beneficially owned by Ms. Walters-Hoffert includes 584,082 shares of common stock issuable upon exercise of stock options. The outstanding shares are held by The Lisa Walters-Hoffert Survivor’s Trust dated October 31, 2002. Ms. Walters-Hoffert is the aggregate fair value computedtrustee of such trust and has sole investment and dispositive power over such shares. On January 26, 2024, Ms. Walters-Hoffert retired from all positions with the Company.
(3)Mr. Fair was our former Chief Commercial Officer. He resigned from that position effective April 1, 2024. The number of shares shown as beneficially owned by Mr. Fair consists of 607,291 shares of common stock issuable upon exercise of stock options.
(4)Consists of 135,500 shares of common stock issuable upon exercise of stock options.
(5)Consists of 158,000 shares of common stock issuable upon exercise of stock options.
(6)Consists of 165,300 shares of common stock issuable upon exercise of stock options.
(7)Includes 158,000 shares of common stock issuable upon exercise of stock options. The outstanding shares are held by the Matz Trust Dated December 20, 1999. Mr. Matz is the co-trustee of such trust and has shared investment and dispositive power over such shares.
(8)Consists of 83,000 shares of common stock issuable upon exercise of stock options.
(9)Includes 163,922 shares of common stock issuable upon exercise of stock options. The outstanding shares are held by William and Marisa Rastetter Trustees of the grant dateRastetter Family Trust U/A Dated 09/02/2010. Dr. Rastetter is the co-trustee of such trust and has shared investment and dispositive power over such shares.
(10)Includes 160,200 shares of common stock issuable upon exercise of stock options. The outstanding shares are held by the options awarded duringRobin J. Steele Trust DTD 1/30/2015. Ms. Steele is the year computed in accordance with the provisionstrustee of Financial Accounting Standards Board, or FASB, Accounting Standard Codification, or ASC, Topic 718. See note 9 tosuch trust and has sole investment and dispositive power over such shares.
(11)Includes 2,965,382 shares of common stock issuable upon exercise of stock options. The members of this group are our consolidated financial statements for the year ended December 31, 2015 included intwo current executive officers (Ms. Johnson and Ms. Haring-Layton) and our Annual Report on Form 10-K filed with the SEC on March 10, 2016 for assumptions underlying the valuation of equity awards. As of December 31, 2015, ourseven non-employee directors held options to purchase the following aggregate numbers of shares (exercisable(Drs. Blanchard, Grossman, Kelley, Ononye-Onyia, and unexercisable):

Name

Options Outstanding

at December 31, 2015

Paul A. Friedman, M.D.

133,000

William H. Rastetter, Ph.D.

33,000

Stuart A. Arbuckle

22,000

Alan L. Crane

44,232

Steven E. Hall, Ph.D.

11,000

Susan L. Kelley, M.D.

33,000

William T. McKee

33,000

David R. Parkinson, M.D.

33,000

David R. Walt, Ph.D.

22,000

Mr. Matz, and Ms. Steele).

2024 Proxy Statement | Page 20


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(2)

Includes the grant of an option to purchase 11,000 shares of our common stock made in June 2015 in accordance with our non-employee director compensation policy. This option has an exercise price of $4.78 per share and is schedule to vest on the earlier of the first anniversary of the date of grant or immediately prior to our first annual meeting of stockholders occurring after the date of grant, subject to the non-employee director’s continued service.

(3)

Includes the grant of an option to purchase 8,214 shares of our common stock made in June 2015, which was made to align the equity incentive holdings of the non-employee director with what he would have received as a grant upon initial election to the board under our current compensation policy for non-employee directors.  This option has an exercise price of $4.78 per share, was immediately vested on grant as to one-third of the underlying shares and is schedule to vest as to an additional one-third of the underlying shares on each of the second and third anniversaries of the non-employee director’s election to our board, subject to the non-employee director’s continued service.

Related Transactions

(4)

In June 2015, in connection with his election to our board, we granted Mr. Arbuckle an option to purchase 22,000 shares of our common stock. The option has an exercise price of $4.78 per share and is scheduled to vest in three substantially equal annual installments beginning on the first anniversary of Mr. Arbuckle’s election, subject to his continued service.

Except as set forth below, there has not been any transaction since January 1, 2022, nor is there any currently proposed, that requires disclosure Item 404 of Regulation S-K.

(5)

Includes the grant of an option to purchase 7,000 shares of our common stock made in June 2015, which was made to align the equity incentive holdings of the non-employee director with what he or she would have received as a grant upon initial election to the board under our current compensation policy for non-employee directors. This option has an exercise price of $4.78 per share and is scheduled to vest as to one-third of the underlying shares on each anniversary of the non-employee director’s election to our board until fully vested, subject to the non-employee director’s continued service.

(6)

In September 2015, in connection with his election to our board, we granted Dr. Walt an option to purchase 22,000 shares of our common stock. The option has an exercise price of $4.80 per share and is scheduled to vest in three substantially equal annual installments beginning on the first anniversary of Dr. Walt’s election, subject to his continued service.

(7)

Each of Drs. Sasisekharan and Tepper retired from our board on June 26, 2015, the date of our 2015 annual meeting of stockholders.

(8)

Includes $10,000 paid to Dr. Sasisekharan under a Consulting Agreement dated June 26, 2015.

Mr. Guiffre, oneIn October 2021, we hired the daughter of our directors, who also servesChief Executive Officer as our PresidentProject Manager, and before she joined us as an employee, she provided consulting services to us since 2020. Our Chief Executive Officer does not receive any additional compensationdirectly supervise or evaluate the performance of her daughter, and the employment relationship we have with her daughter is periodically evaluated by our Audit Committee for, his service as a director. The compensation that weamong other purposes, conflicts of interest purposes. We currently pay tothe daughter of our President and Chief Executive Officer is discussed in the “Executive Compensation” sectionan annual salary of this proxy statement.

Director compensation policy

Our board has established$120,000, and she was granted a compensation policy for non-employee directors under which each of our non-employee directors is paid a cash retainer for service on the board of directors and service on each committee on which the director also serves. These retainers are payable in four quarterly installments, in arrears, and are prorated for any partial quarters of service. The amount of each retainer for service effective July 2015 is as follows:

Annual Retainer ($)

Board of Directors

     Executive Chairman (1)

150,000

     Chairman

65,000

     Member

35,000

Committees of the Board of Directors

     Audit

Chair

15,000

Member

7,500

     Compensation

Chair

10,000

Member

5,000

     Nominating and Corporate Governance

Chair

7,000

Member

3,500

     Clinical Advisory

Chair

20,000

Member

10,000

___________

(1)

Dr. Friedman was appointed Executive Chairman in October 2014. As Executive Chairman, Dr. Friedman received a retainer of $155,000 per year until July 2015, at which point his retainer was adjusted to $150,000 per year.  We expect that Dr. Friedman will step down as Executive Chairman after the Annual Meeting and that our board will appoint Dr. Rastetter


Chairman of the board at that time. 

In addition, the non-employee director compensation program provides for the grant of equity awards under our 2014 Stock Incentive Plan, or the 2014 Plan, to our non-employee directors as follows:

anstock option to purchase 22,000(a) 5,583 shares of our common stock at an exercise price per share equal to the fair market value of our common stock on the date of grant, which we refer to as an Initial Award, on the date of initial election or appointment to the board of directors; and

an option to purchase 11,000in 2022, (b) 18,600 shares of our common stock at an exercise price per share equal to the fair market valuein 2023 and (c) 18,600 shares of our common stock in 2024. The amount of her salary and the stock option grants are consistent with that paid to and granted to similarly situated employees, and her compensation terms are established directly with her, independent of any relationship she has with our Chief Executive Officer. She also receives other employee benefits on the date of grant, which we refersame basis as similarly situated employees.

Company Policy Regarding Related Party Transactions
Pursuant to as a Subsequent Award, onits charter, the date of eachAudit Committee of our annual meetings of stockholders if a non-employee directorBoard has been serving on the board of directors for at least six months as ofresponsibility to review, approve and oversee any transaction between the date of such annual meeting and will continue to serve as a non-employee director immediately following such meeting.

Subject to the non-employee director’s continued service, an Initial Award vests and becomes exercisable in substantially equal installments on each of the first three anniversaries of the date of grantCompany and a Subsequent Award vests and becomes exercisable in full on the earlier of the first anniversary of the date of grant or immediately prior to our first annual meeting of stockholders occurring after the date of grant. All outstanding Initial Awards and Subsequent Awards will vest in full immediately prior to the occurrence of a change in control of our companyrelated person (as defined in Item 404 of Regulation S-K) and to develop policies and procedures for Audit Committee’s approval of such transactions. The Audit Committee reviewed, approved and oversees the 2014 Plan).

We also reimburseemployment relationship we have with the daughter of our non-employeeChief Executive Officer described above.

Indemnification Agreements
As permitted under Delaware law, we have entered into indemnification agreements with our officers and directors that provide that we will indemnify the directors and officers for reasonable travelcertain expenses, including attorneys’ fees, judgments, fines and other expensessettlement amounts incurred by such director or officer in connection with attending boardany action or proceeding arising out of their service as a director and committee meetings.

and/or officer. The term of the indemnification is for the officer’s or director’s lifetime.

2024 Proxy Statement | Page 21


EXECUTIVE OFFICERSCOMPENSATION

Overview
The following table sets forth informationCompensation Committee of our Board assists in discharging our Board's responsibilities regarding the compensation of our executive officers asand of April 28, 2016:

Name

Age

Position(s)

Christopher D.T. Guiffre

47

President and Chief Executive Officer, Director

Adrian M. Senderowicz, M.D.

52

Senior Vice President and Chief Medical Officer

Gregg D. Beloff

48

Interim Chief Financial Officer

Alejandra V. Carvajal, J.D.

42

Vice President, General Counsel

our Board members. The biographyCompensation Committee is currently comprised of Mr. Guiffre can be found under “Proposal No. 1: Electionfour non-employee members of Class II Directors - Term Expiring atour Board, Cheryl R. Blanchard, Ph.D., Sophia Ononye-Onyia, Ph.D., M.P.H., M.B.A., William H. Rastetter, Ph.D. and Robin J. Steele, J.D., L.L.M.

Our executive compensation program is intended to attract and retain qualified executive officers and to align their interests with those of our stockholders by incentivizing and rewarding achievement of business objectives that our Board and the 2018 Annual MeetingCompensation Committee believe will enhance company value and by promoting commitment to long-term success. As a biopharmaceutical company, these objectives are accomplished primarily by positioning us to successfully execute our product development and regulatory approval efforts and to translate those efforts, over time, into greater value for our stockholders through revenue and income from commercialization of, Stockholders (Class I)”.

Adrian M. Senderowicz, M.D. has served asor strategic collaborations with collaborators for, our Senior Vice Presidentproducts and Chief Medical Officer since September 2015, prior to which he provided consulting services to Cerulean from May 2015 until the commencementproduct candidates.

Our executive compensation program primarily consists of his employment with us.  Dr. Senderowicz was Chief Medical Officer(1) base salary, (2) annual performance-based incentive compensation, and Senior Vice President, Clinical Development and Regulatory Affairs at Ignyta, Inc., a precision oncology biotechnology company, where he served from 2014 to 2015. Prior to joining Ignyta, he served as Vice President, Global Regulatory Oncology at Sanofi from 2013 to 2014, Chief Medical Officer at Tokai Pharmaceuticals from 2012 to 2013, and Senior Medical Director, Oncology Clinical Development at AstraZeneca from 2008 to 2012. Before his tenure at AstraZeneca, Dr. Senderowicz held a variety of leadership positions at the U.S. Food and Drug Administration Division of Oncology Drug Products(3) long-term equity incentive compensation exclusively in the Center for Drug Evaluation and Research and a varietyform of clinical and research positionsstock options with the National Cancer Institute/National Institutesgoal of Health, or NCI, including Investigatoraligning the long-term interests of executive officers with those of our stockholders and Chief, Molecular Therapeutics Unit. He currently serves as a memberotherwise encouraging the achievement of superior results over an extended time period.
Compensation Determination Process
In the boardearly part of directors of Puma Biotechnology, Inc., a publicly traded biopharmaceutical company. He completed his internal medicine residency training ateach year, the Icahn School of Medicine at Mount Sinai,Compensation Committee deliberates and a clinical oncology fellowship atmakes decisions regarding the NCI. Dr. Senderowicz holds an M.D. from the School of Medicine at the Universidad de Buenos Aires in Argentina.

Gregg D. Beloff has served as our Interim Chief Financial Officer since May 2015.  Mr. Beloff joined Cerulean as a member of Danforth Advisors, a consulting firm specializing in providing financial and strategic support to life sciences companies. In addition to his consulting for clients, Mr. Beloff previously served as the Chief Financial Officer of two public and three privately held companies. In these roles, he managed finance, accounting, corporate communications, human resources, information technology, facilities, legal, intellectual property, business development, and manufacturing functions. Mr. Beloff holds a J.D. from the University of Pittsburgh School of Law, an M.B.A. from Carnegie Mellon University and a B.A. in History from Middlebury College.

Alejandra V. Carvajal, J.D. has served as our Vice President and General Counsel since 2014. Prior to joining Cerulean, Ms. Carvajal worked at Millennium: The Takeda Oncology Company from 2004 to 2014, where she held a variety of positions, including most recently Associate General Counsel. Ms. Carvajal joined Millennium as a senior attorney and enjoyed over ten years of increasing responsibilities relating to all aspects of oncology drug development. Prior to joining Millennium, Ms. Carvajal was an attorney with the law firms Day, Berry & Howard and Hill & Barlow. Ms. Carvajal received a B.A. cum laude from Harvard University and a J.D. cum laude from Georgetown University Law Center.


EXECUTIVE COMPENSATION

This section describes the material elementscomponents of our executive compensation program for our “named executive officers” andthat year, as well as performance-based compensation payouts for the most important factors relevant to an analysis of these policies and practices. It provides qualitative information regarding the manner and context in whichprior fiscal year. In setting compensation is awarded to and earned byfor our executive officers, named in the “Summary Compensation Table” below, orCommittee solicits input from our “named executive officers,” and is intended to place in perspective the data presented in the following tables and the corresponding narrative.Chief Executive Officer. Our “named executive officers” for 2015 are Christopher D.T. Guiffre, our President and Chief Executive Officer Adrian M. Senderowicz,recommends to the Compensation Committee the proposed base salary and target annual performance-based incentive compensation for our Senior Vice Presidentexecutive officers and other employees, other than herself, for the new year. She also provides to the Compensation Committee management's assessment of the level of achievement of the performance goals for the prior fiscal year. The Compensation Committee is responsible for determining the compensation of our executive officers (other than for our Chief MedicalExecutive Officer) or recommending the same to our Board for its approval. The Compensation Committee recommends to our Board the compensation for our Chief Executive Officer, and Alejandra V. Carvajal, our Vice President, General Counsel.

SummaryBoard is solely responsible for determining the compensation of our Chief Executive Officer. None of our executive officers, including our Chief Executive Officer, are present during discussions of their respective compensation packages nor do they participate in approving any portion of their own or other executive officer compensation packages.

The Compensation Table

Committee considers a variety of factors, which may vary from year to year, to set the compensation of our executive officers at levels that the Compensation Committee considers to be competitive and appropriate for each executive, based on the Compensation Committee’s professional experience and judgment. Such factors include:

•Market data provided by the independent compensation consultant to the Compensation Committee
•The recommendations of our Chief Executive Officer (other than for herself), based on her direct knowledge of employee performance and her industry experience
•The recommendations of the independent compensation consultant to the Compensation Committee
•Internal pay equity among individuals and positions
•Criticality and scope of job function
•Retention risk
•Company performance
•Individual performance
•Total targeted and historical compensation
2024 Proxy Statement | Page 22


•Other factors the Compensation Committee determines appropriate
In addition, during the first quarter of the year, the performance goals for the then current year are established by the Compensation Committee and our Board. Progress toward the achievement of these goals is reviewed by the Compensation Committee and our Board throughout the year. In the fourth quarter of the year, the Compensation Committee begins to evaluate the level of achievement of the performance goals for that year and to evaluate the companies for inclusion in the peer group used to assist in making compensation decisions for the upcoming year.
With respect to our executive compensation program, the Compensation Committee also, as necessary or appropriate, approves employment agreements, severance arrangements, change in control arrangements and other agreements.
Equity Award Granting Policy
We have a formal policy for the timing of annual equity award grants to our employees, including our executive officers, to provide for a consistent process and to ensure the integrity and efficiency of the equity award process. Under this policy, annual equity awards are granted on the date that our Board approves the annual equity award to our Chief Executive Officer, or if our Board determines not to grant such award, on the date our Board makes such determination, which is usually the first regularly scheduled meeting of our Board each fiscal year. The Compensation Committee may change the annual grant date for any particular year if the Compensation Committee determines that granting annual awards on the date such awards would otherwise be granted under the policy would not be in the company’s best interest.
Compensation Consultant
To provide the Compensation Committee with an external perspective with respect to its evaluation of relevant market and industry practices, the Compensation Committee uses the services of an independent compensation consultant who is retained by, and reports directly to, the Compensation Committee. The Compensation Committee elected to continue retaining Aon's Human Capital Solutions practice, a division of Aon plc ("Aon"), as a third-party compensation consultant to assist the Compensation Committee in establishing the 2023 and 2024 compensation program. Aon conducted analyses and provided advice on, among other things, the appropriate peer group and executive officer and director compensation.
The Compensation Committee annually assesses whether the work of Aon as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services, if any, to Daré by Aon; (ii) the amount of fees Daré paid to Aon as a percentage of the firm’s total revenue; (iii) Aon’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Aon or the individual compensation advisors employed by the firm with any of our executive officers; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any of our stock owned by Aon or the individual compensation advisors employed by the firm. The Compensation Committee determined, based on its analysis of the above factors and information provided by Aon relating to the above factors, that the work of Aon and the individual compensation advisors employed by Aon as compensation consultants have not created any conflict of interest.
2024 Proxy Statement | Page 23


2023 Named Executive Officer Compensation
The table sets forth information regardingbelow shows the compensation awarded to earned by or paid to, or earned by our named executive officers during our fiscalfor the years ended December 31, 20152023 and 2014.

 

 

 

 

Salary

 

 

Bonus

 

Option Awards

 

 

All Other

Compensation

 

Total

 

Name and Principal Position

 

Year

 

($)

 

 

($)(1)

 

($)(2)

 

 

($)

 

($)

 

Christopher D.T. Guiffre

 

2015

 

 

420,208

 

 

 

221,850

 

 

 

 

2,628,231

 

 

 

11,176

 

(4)

 

 

3,281,465

 

President and Chief Executive Officer(3)

 

2014

 

 

317,128

 

 

 

115,500

 

 

 

 

387,336

 

 

 

11,168

 

(5)

 

 

831,132

 

Adrian M. Senderowicz, M.D.

 

2015

 

 

125,568

 

 

 

158,340

 

 

 

 

865,818

 

 

 

293,847

 

(7)

 

 

1,443,573

 

Senior Vice President and Chief

Medical Officer(6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alejandra V. Carvajal, J.D.

 

2015

 

 

280,000

 

 

 

81,210

 

 

 

 

496,983

 

 

 

11,176

 

(4)

 

 

869,369

 

Vice President, General Counsel(8)

 

2014

 

 

76,461

 

 

 

113,525

 

(9)

 

 

136,952

 

 

 

2,070

 

(10)

 

 

329,008

 

(1)

The 2015 amounts reflect the discretionary bonuses earned in 2015 and paid in January 2016, and the 2014 amount reflects a discretionary bonus earned in 2014 and paid in March 2015.

2022.

(2)

The amounts reported in the “Option Awards”
2023 Summary Compensation Table
Name and Principal PositionFiscal
Year		Salary
($)		Bonus
($)
Option
Awards(1) ($)
Non-equity incentive plan compensation(2)
($)
All Other
Compensation(3)
($)
Total
($)
Sabrina Martucci Johnson2023495,000 — 713,908 — 13,200 1,222,108 
President and Chief Executive Officer2022465,805 — 869,411 326,063 12,200 1,673,479 
Lisa Walters-Hoffert (4)
2023380,000 — 278,791 76,000 13,200 747,991 
Former Chief Financial Officer2022365,000 — 256,235 146,000 12,200 779,435 
John Fair (5)
2023386,000 — 278,791 77,200 13,200 755,191 
Former Chief Commercial Officer2022365,000 — 256,235 146,000 8,405 775,640 

(1)The amounts in this column represent the grant date fair value, determined in accordance with ASC Topic 718, Compensation-Stock Compensation (ASC Topic 718), of stock options granted to the applicable individual. See Note 10. Stock-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024 for details as to the assumptions used to determine the fair value of the awards.
(2)The amounts in this column represent performance-based incentive compensation earned for the years indicated.
(3)The amounts in this column represent the Company's matching contributions under the Company's 401(k) plan. The Company provides the named executive officers with health, medical and other non-cash benefits generally available to all employees, which are not reflected in this table pursuant to SEC rules.
(4)Ms. Walters-Hoffert retired and her employment with us ended on January 26, 2024.
(5)Mr. Fair resigned as our chief commercial officer effective April 1, 2024.
Narrative to Summary Compensation Table
As reflected in the table above, the 2023 compensation of our named executive officers consisted of three primary components: (1) base salary; (2) equity compensation exclusively in the form of stock options; and (3) performance-based incentive compensation.
Base Salary. The 2023 annual base salary of our named executive officers was as reported in the "salary" column reflect the aggregate fair value computed as of the grant date of the options awarded during the year computed in accordance with the provisions of FASB ASC Topic 718. See note 9 to our consolidated financial statements appearing in our Annual Report on Form 10-K filed with the SEC on March 10, 2016 for assumptions underlying the valuation of equity awards.

(3)

Mr. Guiffre served as our Senior Vice President and Chief Business Officer through October 2014.  He was named Chief Operating Officer in October 2014 and subsequently, in March 2015, was appointed President and Chief Executive Officer.

(4)

Consists of $10,600 that we matched pursuant to our 401(k) plan and $576 in life insurance premiums.

(5)

Consists of $10,400 that we matched pursuant to our 401(k) plan and $768 in life insurance premiums.

(6)

Dr. Senderowicz joined the company in September 2015.

(7)

Consists of $293,655 paid to Oncology Drug Development, LLC, and $192 in life insurance premiums. Dr. Senderowicz was a consultant from May 2015 until the commencement of his employment in September 2015 and his fees were paid to Oncology Drug Development, LLC during that time.

(8)

Ms. Carvajal joined the company in September 2014.

(9)

Consists of $50,000 cash signing bonus paid upon joining the company and $63,525 discretionary bonus earned in 2014.

(10)

Consists of $1,878 that we matched pursuant to our 401(k) plan and $192 in life insurance premiums.

Narrative to summary compensation table,

Base salary. In 2015, we paid which is consistent with Aon's recommendations to the Compensation Committee, represented between a 4% to 6% increase to their prior year annual base salaries to align their base salaries with the 25th percentile of the base salaries of $420,208 to Mr. Guiffre, $125,568 to Dr. Senderowicz and $280,000the executive officers of the companies in the 2023 peer group (as defined below under the section titled, "Competitive Assessment of Compensation"), other than with respect to Ms. Carvajal. We useJohnson's, whose increased base salariessalary amount aligned her base salary with slightly above the 10th percentile of the base salary of the chief executive officers of the companies in the 2023 peer group, and to recognizealign their target total cash compensation with approximately the experience, skills, knowledge25th percentile of the target total cash compensation of the executive officers of the companies in the 2023 peer group. See "—Competitive Assessment of Compensation," below for additional information.

Option Awards. Our named executive officers were each granted a stock option in January 2023 to purchase the following number of shares of common stock: Ms. Johnson, 750,000 shares; Ms. Walters-Hoffert, 290,000 shares, and responsibilities requiredMr. Fair, 290,000 shares. Other terms of allsuch stock options are discussed in the footnotes to
2024 Proxy Statement | Page 24


the table under the section entitled, "Outstanding Equity Awards at Fiscal Year-End," below. Stock options are a key tool in our pay-for-performance philosophy and align the interests of our employees, including our named executive officers. Noneofficers, with our stockholders’ interests. Stock options are inherently performance-based, and automatically link executive pay to stockholder return, as the value realized, if any, by the recipient from a stock option depends upon, and is directly proportionate to, the appreciation in our stock price. In preparation for making 2023 executive officer compensation decisions, the Compensation Committee evaluated the appropriate form of our named executive officers is partylong-term incentive compensation and determined to an employment agreement or other agreement or arrangement that providescontinue to exclusively use stock options as the primary incentive for automatic or scheduled increaseslong-term compensation in base salary.  In March 2015, our boardpart because of directors promoted Mr. Guiffrethe foregoing reasons. The number of shares subject to President and Chief Executive Officer and increased Mr. Guiffre’s 2015 annual base salary to $435,000. In September 2015, Dr. Senderowicz became an employee and was appointed Senior Vice President and Chief Medical Officer with a 2015 annual base salary of $390,000.  In addition, we paid $293,655 to Oncology Drug Development, LLC for consulting services rendered to Cerulean by Dr. Senderowicz between May 2015 and the commencement of his employment with Cerulean in September 2015.

Annual cash bonus. Our board of directors may, in its discretion, award cash bonusesstock options granted to our named executive officers from time


described above were consistent with Aon's recommendations to time. We typically establish annual cash bonus targetsthe Compensation Committee and intended to align the equity compensation component of our executive officer compensation program with the 50th percentile of the 2023 peer group based on a percent of company approach.

Annual Performance-Based Incentive Compensation. We have a performance-based incentive compensation plan that provides annual incentive compensation opportunities for all eligible employees, including our named executive officers. The performance-based incentive compensation plan provides for cash payments based upon the achievement of performance goals related to financial and operational metrics (the “performance goals”), which may include, among others: developmental, clinical or regulatory milestones; business development and financing milestones; and strategic transactions. Performance goals are established for each performance period (which is generally from January 1 to December 31 of each year) by our Board upon the recommendation of the Compensation Committee or by the Compensation Committee. Each performance goal generally has a "target" (100% achievement of such goal) and may also have a "minimum" hurdle and/or a "maximum" amount. In addition, our Board or the Compensation Committee may adjust the amounts payable under the performance-based incentive compensation plan based on achievement of individual performance goals and/or may award participants compensation (including, without limitation, discretionary bonuses) under the performance-based incentive compensation plan based upon such other terms and conditions as our Board or the Compensation Committee may in their discretion determine. Each participant will have a target incentive compensation opportunity set for each performance period. A portion of specified corporatethe target incentive compensation for one or more participants may be based on achievement of individual performance goals. The achievement of the performance goals will be assessed as of the end of the applicable performance period and after such period has ended; however, if any performance goal is based on financial metrics reported in our periodic reports for any particular period, the achievement of such performance goal will be determined after the applicable periodic report has been published, provided that incentive compensation earned at any time in a fiscal year must be paid no later than 74 days after the last day of such fiscal year.
The incentive compensation opportunity for our employees, including our named executive officers, for 2023 (the "2023 performance period") was based on our achievement of eight performance goals established in early February 2023. Seven of the goals related to the achievement of milestones (a commercial milestone related to XACIATO and conduct anclinical, preclinical and regulatory milestones related to our product candidates) (the "operational goals") and one related to securing capital to advance the development of our product candidates (the "financial goal").
The weighting for the performance goals was up to 120% in the aggregate: 82.5% for achievement of the operational goals and 37.5% for achievement of the financial goal. The incentive compensation amount for each employee, if any, is determined by multiplying the aggregate weighting determined to have been achieved for all the performance goals by the applicable employee’s target incentive compensation amount. The 2023 target incentive compensation amounts for Ms. Johnson, Ms. Walters-Hoffert and Mr. Fair were 70%, 40%, and 40%, respectively, of their respective 2023 annual base salaries.
In January 2024, our Board considered the level of achievement of the performance goals established for the 2023 performance period. After careful review, our Board determined to determineaward a 50% aggregate weighting to the attainmentachievement of such performance goals. Our management may propose cash bonus awardsIn making this determination, our Board considered a wide-range of factors, including: the weight associated with each goal and whether the goal had been met, and if not met, the reasons it was not met, including whether it was not met due to the performance or decisions of third parties; the degree to which progress occurred toward the achievement of a goal; and the level of significance of achieving each goal to our company. Our Board also considered our cash resources, the aggregate amount that would be payable to our employees at that weighting, and the importance of rewarding performance and incentivizing our employees. At our Board’s request, Ms. Johnson also provided our Board with her views as to the importance from a retention and incentive perspective of awarding a 2023 performance-based bonus to our employees other than herself. After considering Ms. Johnson’s views and our Board’s belief that Ms. Johnson’s stock ownership in Daré and establishing a 2024 special performance period for Ms. Johnson would keep Ms. Johnson incentivized to perform
2024 Proxy Statement | Page 25


and mitigate retention risk, our Board determined to not award Ms. Johnson any incentive compensation committeein respect of the board2023 performance period, to award incentive compensation to all our other employees at the 50% aggregate weighting, and to establish a special performance period under our performance incentive compensation plan (the “2024 special performance period”) only for Ms. Johnson, the sole goal for which is the consummation of directorsa transaction on or before December 31, 2024 that our Board determines merits awarding incentive compensation to the boardMs. Johnson. If achieved, Ms. Johnson will be eligible for a performance bonus equal to 50% of directors primarily based on such review process. Our compensation committee makes the final determination of the eligibility requirements for and the amount of her target incentive compensation amount for 2023 (which is the cash bonus awards paidsame percentage awarded to other Company employees with respect to the 2023 performance period), subject to the other terms of our performance incentive compensation plan. As of the date of this proxy statement, the goal for the 2024 special performance period has not been achieved.
For the 2023 performance period, our named executive officers earned the performance-based incentive compensation reported in the "non-equity incentive plan compensation" column of the Summary Compensation Table, above for fiscal year 2023.
Competitive Assessment of Compensation
As discussed in further detail below, in establishing the various components of our executive officers. With respectofficer compensation program, the Compensation Committee considers annually, among other factors, including those discussed above under “Compensation Determination Process,” the target total cash compensation (consisting of both base salary and target incentive compensation amounts) and target total equity compensation of our executive officers against market data. The Compensation Committee primarily does so to 2015, we awarded cash bonuses, paid in January 2016,ensure that our executive officer compensation program as a whole is positioned competitively to attract and retain qualified executive officers and that the total compensation opportunity for our executive officers is aligned with our corporate objectives and strategic needs. The components of $221,850 to Mr. Guiffre, $158,340 to Dr. Senderowicz and $81,210 to Ms. Carvajal, such amounts representing 102%, 102% and 100% of bonus targets for Mr. Guiffre, Dr. Senderowicz and Ms. Carvajal, respectively. With respect to Dr. Senderowicz and Ms. Carvajal, such bonusesthe market data are based on the combinationavailability of their respective achievementsufficient comparative data for an executive officer’s position. The Compensation Committee, with the assistance of individual goals (25%Aon, reviews a range of such bonus)market data reference points (generally at the 10th, 25th, 50th and our attainment75th percentiles of corporate goals (75% of such bonus). Mr. Guiffre’s bonus is based entirely on our attainment of corporate goals (100%).

Equity incentives. Although we do not have a formal policythe market data) with respect to target total cash compensation (the sum of base salary and the target annual cash incentive), equity compensation (valued based on an approximation of grant date fair value) and target total direct compensation, and such reference points are considered in making compensation decisions.

When evaluating our executive officer compensation program for 2023, in addition to market data provided by Aon from its global life sciences survey database, the Compensation Committee also reviewed compensation data for executive officers of equity incentive awardsa peer group of companies, as disclosed in the SEC filings of each of the companies available as of November 2022 (collectively, the "2023 market data"). When developing the proposed list of the peer group companies to be used to assist in making compensation decisions for 2023, the companies selected had a market capitalization of less than $325 million, revenue of less than $100 million and headcount of less than 100. Following its review of 2023 market data and consistent with Aon’s recommendations, the Compensation Committee determined that the 2023 target total cash compensation (the sum of base salary and target annual cash incentive) of our executive officers or any formal equity ownership guidelines applicable to them, we believe that equity grants provideshould be generally aligned with between the 10th and 25th percentile of the 2023 peer group.
aTyr Pharma Inc.Equillium, Inc.MediciNova, Inc.Savara Inc.
Cardiff Oncology, Inc.Inmune Bio, Inc.Oncternal Therapeutics, Inc.Surface Oncology, Inc.
Capricor Therapeutics, Inc.Kinnate Biopharma Inc.Ovid Therapeutics Inc.Tyra Biosciences, Inc.
CymaBay Therapeutics, Inc.Leap Therapeutics, Inc.Reneo Pharmaceuticals, Inc.Viking Therapeutics, Inc.
Early Decisions Regarding 2024 Compensation
In January 2024, the Compensation Committee, after considering the analysis in materials Aon prepared for the Compensation Committee regarding our executives with a strong link to our long-term performance, create an ownership cultureemployee compensation framework, trends in compensation matters in the life sciences and help to align the interests of our executivesmedical device industries, macro economic trends, and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention because this feature incentivizesemployee compensation philosophy, and after taking into account our cash resources, determined to maintain the 2024 target total cash compensation (the sum of base salary and target annual cash incentive) of our executive officers to remain inat the 2023 target total cash compensation level, which generally aligns with between the 10th and 25th percentile of our employment duringpeer group. Accordingly, the vesting period. Accordingly, our compensation committeebase salary and board of directors periodically review the equitytarget incentive compensation amount of our named executive officers and from time to time may grant equity incentive awards to them in the form of stock options pursuant to our 2014 Plan.

We use stock options to compensate our executive officers for 2024 was not changed from what they were for 2023. The Compensation Committee made the foregoing determination before Ms. Walters-Hoffert and Mr. Fair decided to resign, and the Compensation Committee may reassess the

2024 Proxy Statement | Page 26


compensation of all of our employees to take into account the additional duties and responsibilities that have been allocated to our remaining employees resulting from the changes in our executive team in the formfirst quarter of initial grants2024.
Employment Agreements and Termination of Employment & Change in connection with the commencement of employment and also at various times, often but not necessarily annually, if we have performed as expected or better than expected. Control Arrangements
We have granted stock options to our executive officers with both time-based and performance-based vesting. The options that we have granted to our executive officers and other employees upon initiation of employment have typically been subject to time-based vesting, with such options becoming exercisable as to 25% of the shares underlying the options on the first anniversaries of the grant dates, and as to an additional 1/48th of the shares underlying the options monthly thereafter. Beginning in 2014, following our initial public offering, or IPO, we started a practice of providing that options granted to existing executive officers and other employees with time-based vesting would typically vest ratably over forty-eight (48) months from the vesting commencement date. Upon termination of employment within twelve (12) months following a change of control event, subject to conditions set forth in the applicable employment agreement, our named executive officers’ remaining time-based options will become fully and immediately vested. None of our named executive officers is currently party to an employment agreement that provides for automatic award of stock options. The options that we have granted to date to our named executive officers with performance-based vesting become exercisable upon the occurrence of specified business transactions or other specified milestones. Exercise rights cease shortly after termination of employment except in the case of death or disability and vesting ceases immediately upon termination, except as noted above. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no voting rights and no right to receive dividends or dividend equivalents.

We have historically granted stock options with exercise prices that are equal to the fair market value of our common stock on the date of grant as determined by our board of directors, based on a number of objective and subjective factors. Following our IPO, the exercise prices of all stock options granted have been equal to the fair market value of shares of our common stock on the date of grant, which is determined by reference to the closing market price of our common stock on the NASDAQ Global Market on the date of grant.

In February 2015, our compensation committee granted an option to purchase 75,000 shares of our common stock to Mr. Guiffre and an option to purchase 43,000 shares of our common stock to Ms. Carvajal. These options have an exercise price of $8.16 per share and vest monthly as to 1/48th of the shares underlying the option over four years following the grant date.

In March 2015, in connection with Mr. Guiffre’s promotion to President and Chief Executive Officer, our board of directors granted to Mr. Guiffre an incentive stock option to purchase 407,520 shares of Cerulean common stock.  This option has an exercise price of $9.84 per share and, subject to Mr. Guiffre’s continued service, the shares subject to the option are scheduled to vest monthly as to 1/48th of the shares underlying the options.  

In May 2015, Dr. Senderowicz was granted, in his individual capacity as consultant to Cerulean, a nonqualified stock option to purchase 90,000 shares of Cerulean common stock in accordance with and pursuant to the 2014 Plan. Dr. Senderowicz’s option has an exercise price of $4.71 per share and, subject to Dr. Senderowicz’s continued service (including as an employee of Cerulean), the shares subject to the option are scheduled to vest as to 25% of the shares on May 16, 2016, with the remainder of the shares vesting monthly in equal amounts over the next thirty-six (36) months.

In addition, in September 2015, in connection with the commencement of Dr. Senderowicz’s employment with Cerulean, our board of directors granted to Dr. Senderowicz an incentive stock option to purchase 135,000 shares of Cerulean common stock.  This option has an exercise price of $4.21 per share and, subject to Dr. Senderowicz’s continued service, the shares subject to the option are


scheduled to vest as to 25% of shares on the first anniversary of the date of commencement of Dr. Senderowicz’s employment, with the remainder of the shares vesting monthly in equal amounts over the next thirty-six (36) months.

In December 2015, our board of directors granted each of Dr. Senderowicz and Ms. Carvajal an option to purchase 158,000 shares of Cerulean common stock.  These options have an exercise price of $3.29 per share and are scheduled to vest as to 1/3rd of the underlying shares on each anniversary of the grant date until fully vested, subject to the continued service of Dr. Senderowicz and Ms. Carvajal, respectively.

2015 Outstanding Option Awards at Fiscal-Year End

The following table sets forth information concerning outstanding option awards for each of our named executive officers at December 31, 2015:

Option Awards

Name

 

Number of Securities

Underlying

Unexercised Options

(#)

Exercisable

 

 

Number of Securities

Underlying

Unexercised Options

(#)

Unexercisable

 

Option

Exercise

Price

($)

 

 

Option Expiration

Date

Christopher D.T. Guiffre

 

 

52,644

 

 

 

1,121

 

(1)

 

 

3.77

 

 

1/25/2022

 

 

 

—

 

 

 

51,698

 

(2)

 

 

3.77

 

 

1/25/2022

 

 

 

6,926

 

 

 

2,310

 

(3)

 

 

3.92

 

 

12/19/2022

 

 

 

—

 

 

 

9,236

 

(4)

 

 

3.92

 

 

12/19/2022

 

 

 

8,959

 

 

 

8,963

 

(5)

 

 

10.59

 

 

1/10/2024

 

 

 

19,910

 

 

 

30,390

 

(6)

 

 

5.73

 

 

6/24/2024

 

 

 

15,718

 

 

 

34,582

 

(7)

 

 

4.36

 

 

10/29/2024

 

 

 

18,750

 

 

 

56,250

 

(8)

 

 

8.16

 

 

2/5/2025

 

 

 

84,900

 

 

 

322,620

 

(9)

 

 

9.84

 

 

3/23/2025

Adrian M. Senderowicz, M.D.

 

 

—

 

 

 

90,000

 

(10)

 

 

4.71

 

 

6/10/2025

 

 

 

—

 

 

 

135,000

 

(11)

 

 

4.21

 

 

9/4/2025

 

 

 

—

 

 

 

158,000

 

(12)

 

 

3.29

 

 

12/1/2025

Alejandra V. Carvajal, J.D.

 

 

17,187

 

 

 

37,813

 

(13)

 

 

4.40

 

 

10/8/2024

 

 

 

10,750

 

 

 

32,250

 

(8)

 

 

8.16

 

 

2/5/2025

 

 

 

—

 

 

 

158,000

 

(12)

 

 

3.29

 

 

12/1/2025

(1)

The unvested shares underlying this option are scheduled to vest in approximately equal monthly installments through January 17, 2016, subject to the holder’s continued service.

(2)

This option vests as follows: (i) 27,572 of the underlying shares shall vest in 24 approximately equal monthly installments, commencing upon the closing of a transformative business development transaction, as determined by our board of directors and (ii) the remaining 24,126 shares shall vest upon the occurrence of a change in control event meeting certain objective criteria.

(3)

The unvested shares underlying this option are scheduled to vest in approximately equal monthly installments through December 31, 2016.

(4)

This option vests as follows: (i) 4,988 of the underlying shares shall vest in 24 approximately equal monthly installments, commencing upon the closing of a transformative business development transaction, as determined by our board of directors and (ii) the remaining 4,248 shares shall vest upon the occurrence of a change in control event meeting certain objective criteria.

(5)

The unvested shares underlying this option are scheduled to vest in approximately equal monthly installments through December 31, 2017, subject to the holder’s continued service.

(6)

The unvested shares underlying this option are scheduled to vest in approximately equal monthly installments through May 31, 2018, subject to the holder’s continued service.

(7)

The unvested shares underlying this option are scheduled to vest in approximately equal monthly installments through September 30, 2018, subject to the holder’s continued service.

(8)

The unvested shares underlying this option are scheduled to vest in approximately equal monthly installments through January 31, 2019, subject to the holder’s continued service.

(9)

The unvested shares underlying this option are scheduled to vest in approximately equal monthly installments through February 28, 2019, subject to the holder’s continued service.

(10)

25% of the unvested shares underlying this option are scheduled to vest on May 18, 2016 with the remaining unvested shares scheduled to vest in approximately equal monthly installments thereafter through April 30, 2019, subject to the holder’s continued service.


(11)

25% of the unvested shares underlying this option are scheduled to vest on September 4, 2016 with the remaining unvested shares scheduled to vest in approximately equal monthly installments thereafter through August 31, 2019, subject to the holder’s continued service.

(12)

The unvested shares underlying this option are scheduled to vest in approximately equal annual installments from December 1, 2016 through December 1, 2018, subject to the holder’s continued service.

(13)

The unvested shares underlying this option are scheduled to vest in approximately equal monthly installments through August 31, 2018, subject to the holder’s continued service.

Employment Agreements

Agreement with Mr. Guiffre

In July 2014, we entered into anwritten employment agreement with Mr. Guiffre in connection with his continuation of employment with us. In March 2015, in connection with Mr. Guiffre’s promotionMs. Johnson pursuant to President and Chief Executive Officer, we entered into an amended employment agreement with him containing the following terms. Mr. Guiffre is employed at will, and either we or Mr. Guiffre may terminate the employment relationship for any reason, at any time, with or without notice.

Under his employment agreement, Mr. Guiffrewhich she is eligible to receive an annual base salary, which may be adjusted at the discretion of our Board, has the right to participate in any bonus plan or other incentive plans that we may develop or implement, and is entitled to (1) participate in all equity, pension, savings and retirement plans, welfare and insurance plans, practices, policies, programs and perquisites of employment applicable generally to our senior executives, (2) receive reimbursement for reasonably incurred business expenses and (3) receive paid vacation and holiday time in accordance with policies generally applicable to our senior executives.

Subject to earlier termination, including in the event of death, our employment agreement with Ms. Johnson provides for a performance-based annual cash bonus, which is based upon quantitative and qualitative performance objectivestwo-year term (which lapsed in August 2019) that will be established by our boardautomatically renews for successive one-year terms unless either party provides notice of directors.  The achievement of the objectives will be determined by our board of directors in its sole discretion. The target annual bonus forintent not to renew at least 60 days prior to the applicable fiscal year is 50% of base salary, subject to adjustment thereafter by our board of directors.

If weexpiration date. Ms. Johnson may terminate Mr. Guiffre’sher employment without cause or if Mr. Guiffre terminates his employment with us for good reason (as definedafter giving us 14 days to correct or “cure” the circumstances giving rise to a termination for good reason, or for any reason other than for good reason a upon at least 14 days’ prior written notice. We may terminate Ms. Johnson's employment without prior written notice for cause, without cause on 14 days’ prior written notice, or in Mr. Guiffre’sthe event of her disability. Her employment agreement),agreement automatically terminates upon her death

The following table summarizes our obligations and the payments and other benefits to which Ms. Johnson may be entitled if her employment is terminated for the reason specified, other than in connection with a change of control, (as definedwhich is discussed in Mr. Guiffre’s employment agreement), upon execution and effectivenessthe paragraph below the table.
Reason for
Termination
Accrued
Obligations(1)
Cash Payments(2)
Other Benefits(2)
•By us for cause.
•By the executive without good reason.
•Executive’s death or disability.
•Executive elects not to renew agreement.
We must pay the executive any accrued obligations as of the date of terminationNone.None.
•By us other than for cause.
•By the executive with good reason.
•We elect not to renew agreement.
We must pay the executive any accrued obligations as of the date of termination
We must pay the executive:
any accrued but unpaid bonus (or a pro rata portion of such bonus) as of the date of termination; and an amount equal to 12 months of the executive’s then-current base salary.
We must provide the executive continuing health benefits coverage for 12 months.
(1)Consists of a release of claims, we are obligated to pay Mr. Guiffre (a) an amount equal to hisany earned but unpaid base salary, for twelve (12) months,unpaid expense reimbursements, and any vested benefits the executive may have under any employee benefit plan, in each case, as of the date of termination.
(2)Payment and benefits are conditioned on (a) the executive’s continued compliance with her obligations under the employment agreement related to confidentiality and non-interference and intellectual property covenants and (b) the amountexecutive (or her estate) executing and delivering a full release of any bonus forall claims in favor of Daré.
Under the prior year that was approved but not yet paid to Mr. Guiffre at the timeterms of termination. We must also continue to provide Mr. Guiffre and certain of his dependentsour employment agreement with group health insurance for a period of twelve (12) months following such termination.

If we terminate Mr. Guiffre’sMs. Johnson, if her employment is terminated by us without cause or if Mr. Guiffre terminates employment with usby her for good reason, in each case, within twelve (12)three months prior to or 12 months following a change of control, upon executionthen, subject to her continued compliance with customary confidentiality, intellectual property assignment and effectivenesssimilar obligations to us, and subject to the delivery of a release of claims we are obligatedin our favor by her, (1) she is eligible to pay Mr. Guiffre (a)receive an amount equal to his18 months of her then-current base salary and target bonus at the rate in effect immediately prior to such termination, (2) she will receive continuing health benefits coverage for eighteen (18) months, payable in a lump sum payment, and (b) an amount equal to 1.5 times the higher of Mr. Guiffre’s target performance-based annual bonus or the last annual bonus paid to Mr. Guiffre. We must also continue to provide Mr. Guiffre and certain of his dependents with group health insurance for up to eighteen (18)18 months and to accelerate in full the vesting of(3) any unvested and outstanding equity awards that are subject to time-based vesting.

Agreementsinterests such executive may have in Daré will fully vest and accelerate.

2024 Proxy Statement | Page 27


Until their respective resignations, we also had written agreements with Dr. Senderowiczeach Ms. Walters-Hoffert and Ms. Carvajal

In September 2015, we entered into an employment agreement with Dr. Senderowicz in connection with his commencementMr. Fair governing the terms of their employment with us. ThisThe terms of Ms. Walters-Hoffert’s agreement provideswere substantially similar to those described above for Ms. Johnson. Our agreement with Mr. Fair was "at will," meaning that Dr. Senderowicz is employed at will and either wehe or Dr. Senderowiczwe may terminate thehis employment relationshipat any time and for any reason, at any time, with or without notice.

cause.

Under his employment agreement, Dr. Senderowicz isthe terms of our change in control policy in which our employees at vice president and above are eligible to receive a performance-based annual cash bonus which is based upon quantitative and qualitative performance objectives that will be established by our board of directors or our chief executive officer.  The achievement of the objectives will be determined by our board of directors or our chief executive officer in their sole discretion.  The target annual bonus for the applicable fiscal year is 40% of base salary for Dr. Senderowicz, subject to adjustment thereafter by our board of directors or our chief executive officer.

In September 2014, we entered into and employment agreement with Ms. Carvajal in connection with her commencement of employment with us, which agreement we subsequently amended in December 2015 to provide her with the same benefits as other executives. This agreement provides that Ms. Carvajal is employed at will, and either we or Ms. Carvajal may terminateparticipate, if the employment relationship for any reason, at any time, with or without notice.

Under her employment agreement, Ms. Carvajalof an employee covered by such policy is eligible to receive a performance-based annual cash bonus, which is based upon quantitative and qualitative performance objectives that will be establishedterminated by our board of directors or our chief executive officer.  The achievement of the objectives will be determined by our board of directors or our chief executive officer in their sole discretion.  The target annual bonus for the applicable fiscal year is 30% of base salary for Ms. Carvajal, subject to adjustment thereafter by our board of directors or our chief executive officer.

If we terminate employment with Dr. Senderowicz or Ms. Carvajalus without cause or if Dr. Senderowicz or Ms.


Carvajal  terminates employment with ussuch employee resigns for good reason, (as defined in hiseither case, within 90 days before, or her employment agreement), in each case, excluding365 days following, the effective date of a change ofin control, (as defined in his or her employment agreement), upon executionthen, subject to the applicable employee's continued compliance with customary confidentiality, intellectual property assignment and effectivenesssimilar obligations to us, and subject to the delivery of a release of claims in our favor by such employee, the vesting of all of such employee's equity awards then outstanding that are subject solely to time-based vesting conditions that have not been satisfied will be accelerated in full. The vesting of any equity award that is subject only to performance-based vesting condition(s) or to both performance-based vesting condition(s) and time-based vesting condition(s), will not be accelerated unless such performance-based vesting condition(s) have been satisfied as of the effective date of the termination of employment or, in the case of a termination that occurs before a change in control, as of the effective date of the change in control. Mr. Fair was a participant in our change in control policy, however, Ms. Johnson is not, and Ms. Walters-Hoffert was not, a participant.

Consulting Agreement with Former Chief Financial Officer
As previously reported, Lisa Walters-Hoffert retired and her employment with us ended on January 26, 2024. To help ensure a smooth transition of her responsibilities while also reducing costs for us over the long term, we are obligatedentered into a consulting agreement with Ms. Walters-Hoffert pursuant to which she will provide us consulting services for a nine-month period. During that period, we will pay such individual (a) an amount equal to his or her base salary for six (6) months, payable in six (6) substantially equal monthly installments,$31,667 per month and (b)will reimburse her the amount of any bonus for the prior year that was approved but not yet paid to such individual at the time of termination. We must also continue to provide such individual and certain of his or her dependents with group health insurance for a period of six (6) months following such termination.

If we terminate employment with Dr. Senderowicz or Ms. Carvajal without cause or if Dr. Senderowicz or Ms. Carvajal terminates employment with us for good reason, within twelve (12) months following a change of control, upon execution and effectiveness of a release of claims, we are obligated to pay such individual (a) an amount equal to his or her base salary for six (6) months, and (b) the amount of any bonus for the prior year that was approved but not yet paid to such individual at the time of termination. We must also continue to provide such individual and certain of his or her dependents with group health insurance for the duration of the severance period and to accelerate in full the vesting of any outstanding equity awards that are subject to time-based vesting.

premiums.

Other Agreements

We have entered into non-disclosure, non-competition and assignment of intellectual property agreements with each of our named executive officers. Under the non-disclosure, non-competition and assignment of intellectual property agreements, each named executive officer has agreed (1) to protect our confidential and proprietary information, (2) to assign to us related intellectual property that is developed during such named executive officer’s employment and that relates to our business or research and development or from the use of our property, premises or confidential information and (3)  not to solicit our employees or customers during his or her employment and for a period of one year after the termination of his or her employment.

401(k) retirement plan

Benefits

We maintain a defined contribution employee retirement plan for all our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Internal Revenue Code so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that eachIf a participant may contribute up to 100%contributes 5% or more of his or her pre-taxtheir compensation, up to a statutory limit, which was $17,500 for 2014 and $18,000 for 2015. Participants who are at least 50 years old can also make “catch-up” contributions, which in 2014 and 2015 could be up to an additional $5,500 and $6,000, respectively, above the statutory limit. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee, subject to participants’ ability to give investment directions by following certain procedures. Wewe match participant contributionstheir contribution up to 4% of a participant’stheir annual compensation, subject to statutory limits.


CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Since January 1, 2015, weWe currently do not have engaged in the following transactions with our directors and executive officers and holders of more than 5% of our voting securities and affiliates of our directors, executive officers and 5% stockholders. We believe that all of the transactions described below were made on terms no less favorable to us than could have been obtained from unaffiliated third parties.

Participation in Follow-On Public Offering

Crown Ventures, one of our 5% stockholders, purchased 333,333 shares of our common stock in our follow-on public offering at the public offering price of $6.00 per share. The offering closed on April 10, 2015.

Indemnification Agreements

Our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with our directors and executive officers. These indemnification agreements require us, amongany annuity, pension or deferred compensation plan or other things, to indemnify each such director and executive officerarrangements for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors or executive officers.

Policies and Procedures for Related Person Transactions

Our board of directors has adopted a written related person transaction policy that sets forth policies and procedures for the review and approval or ratification of related person transactions. This policy covers any transaction, arrangement or relationship in which we were or are to be a participant, the amount involved exceeds $120,000, and one of our executive officers directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a “related person,” had or will have a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our general counsel or our chief financial officer, or if none, our principal financial officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by our audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee to review and, if deemed appropriate, approve proposed related person transactions that arise between audit committee meetings, subject to ratification by the audit committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the audit committee will review and consider:

the related person’s interest in the related person transaction;

the approximate dollar value of the amount involved in the related person transaction;

the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

whether the transaction was undertaken in the ordinary course of our business;

whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

the purpose of, and the potential benefits to us of, the transaction; and

any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The audit committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is in our best interests. The audit committee may impose any conditions on the related person transaction that it deems appropriate.


In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, and (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenues of the company receiving payment under the transaction; and

a transaction that is specifically contemplated by provisions of our certificate of incorporation or bylaws.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by our compensation committee in the manner specified in its charter.


PROPOSAL NO. 2—RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP

AS CERULEAN’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE

FISCAL YEAR ENDING DECEMBER 31, 2016

Cerulean’s stockholders are being asked to ratify the appointment by the audit committee of the board of directors of Deloitte & Touche LLP as our independent registered public accounting firm. Deloitte & Touche LLP has served as the company’s independent registered public accounting firm since 2006.

The audit committee is solely responsible for selecting Cerulean’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Stockholder approval is not required to appoint Deloitte & Touche LLP as our independent registered public accounting firm. However, the board of directors believes that submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification is good corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to retain Deloitte & Touche LLP. If the selection of Deloitte & Touche LLP is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of Cerulean and its stockholders.

A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

The following table summarizes the fees Deloitte & Touche LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years.

Fee Category

 

2015

 

 

2014

 

Audit Fees (1)

 

$

361,380

 

 

$

624,099

 

Audit-Related Fees (2)

 

 

113,500

 

 

 

—

 

Tax Fees (3)

 

 

16,200

 

 

 

15,400

 

All Other Fees

 

 

—

 

 

 

—

 

Total Fees

 

$

491,080

 

 

$

639,499

 

______________

(1)

Audit fees for 2015 and 2014 consist of fees for the audit of our consolidated financial statements and the review of our interim financial statements, and for 2014 include fees for services associated with our IPO.

(2)

Audit-related fees consist of fees for services rendered in connection with our filing of a registration statement on Form S-1 with the SEC and related comfort letters and for services associated with our filing of a registration statement Form S-3 with the SEC.

(3)

Tax fees consists of fees incurred for tax compliance and tax return preparation.

All such accountant services and fees were pre-approved by our audit committee in accordance with the “Pre-Approval Policies and Procedures” described below.

Pre-approval Policy and Procedures

The audit committee of our board of directors has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence of our independent auditor. We may not engage our independent auditor to render any audit or non-audit service unless either the service is approved in advance by the audit committee, or the engagement to render the service is entered into pursuant to the audit committee’s pre-approval policies and procedures. Notwithstanding the foregoing, pre-approval is not required with respect to the provision of services, other than audit, review or attest services, by the independent auditor if the aggregate amount of all such services is no more than 5% of the total amount paid by us to the independent auditor during the fiscal year in which the services are provided, such services were not recognized by us at the time of the engagement to be non-audit services and such services are promptly brought to the attention of the audit committee and approved prior to completion of the audit by the audit committee.

From time to time, our audit committee may pre-approve services that are expected to be provided to us by the independent auditor during the following twelve (12) months. At the time such pre-approval is granted, the audit committee must identify the particular pre-approved services in a sufficient level of detail so that our management will not be called upon to make a judgment as to whether a proposed service fits within the pre-approved services and, at each regularly scheduled meeting of the audit committee following such approval, management or the independent auditor shall report to the audit committee regarding each service actually provided to us pursuant to such pre-approval.


During our 2015 and 2014 fiscal years, no services were provided to us by Deloitte & Touche LLP or any other accounting firm other than in accordance with the pre-approval policies and procedures described above.

Recommendation of the Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

employees.
2024 Proxy Statement | Page 28

PRINCIPAL STOCKHOLDERS

Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning equity awards held by our named executive officers that were outstanding as of December 31, 2023:
  2023 Outstanding Equity Awards at Fiscal Year-End
Option  Awards
Name
Date of Grant(1)
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)		Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)		Option
Exercise
Price
($)		Option
Expiration
Date
Sabrina Martucci Johnson9/7/2018192,000 — 1.01 9/7/2028
1/29/2019195,000 — 0.759 1/29/2029
3/6/2020262,500 17,500 1.03 3/6/2030
1/26/2021371,875 153,125 2.59 1/26/2031
1/25/2022301,108 327,292 1.59 1/25/2032
1/24/2023171,875 578,125 1.16 1/24/2033
Lisa Walters-Hoffert9/7/2018100,000 — 1.01 9/7/2028
1/29/201975,000 — 0.759 1/29/2029
3/6/202063,750 4,250 1.03 3/6/2030
1/26/2021119,000 49,000 2.59 1/26/2031
1/25/202288,645 96,355 1.59 1/25/2032
1/24/202366,458 223,542 1.16 1/24/2033
John Fair9/7/2018150,000 — 1.01 9/7/2028
1/29/201975,000 — 0.759 1/29/2029
3/6/202063,750 4,250 1.03 3/6/2030
1/26/2021119,000 49,000 2.59 1/26/2031
1/25/202288,645 96,355 1.59 1/25/2032
1/24/202366,458 223,542 1.16 1/24/2033
(1) All stock options vest and becomes exercisable in 48 equal monthly installments commencing on the one-month anniversary of the date of grant, subject to the executives' continuous service to Daré.

2024 Proxy Statement | Page 29


PAY VERSUS PERFORMANCE
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or our Board or the Compensation Committee view the link between the Company’s performance and named executive officer pay, and neither our Board nor the Compensation Committee uses CAP (as defined below) as the basis for making compensation decisions. For additional information about our pay-for-performance philosophy and how we align executive compensation with performance, please see the section titled “Executive Compensation” above.
Required Tabular Disclosure of Pay Versus Performance
The following table reports the compensation of our Chief Executive Officer, who is our principal executive officer (“PEO”), and the average compensation of our other named executive officers (“Non-PEO NEOs”) as reported in the Summary Compensation Table (the “SCT”) in the section titled “Executive Compensation,” above, for the past three fiscal years (“FYs”), as well as the Compensation Actually Paid (“CAP”) as calculated under new SEC pay-versus-performance disclosure requirements.
Year
Summary Compensation Table Total for PEO (1)
Compensation Actually Paid to PEO (2)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3)
Average Compensation Actually Paid to Non-PEO Named Executive Officers (2)
Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4)
Net Loss
(in millions) (5)
(a)(b)(c)(d)(e)(f)(g)
2023$1,222,108$450,419$751,591$471,033$23.06$(30.2)
2022$1,673,479$594,237$777,537$445,301$61.94$(30.9)
2021$1,823,243$1,583,937$815,107$744,948$149.25$(38.7)


(1) The amounts reported in column (b) are the amounts of total compensation reported for Sabrina Martucci Johnson for each corresponding year in the "Total" column of the SCT.
(2) The amounts reported in column (c) and (e) represent the amount of CAP for Ms. Johnson and the average amount of CAP for the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Ms. Johnson or to the extent known by us or ascertainable from public filings,Non-PEO NEOs as a group, respectively, during the applicable year. In accordance with respectthe requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the beneficial ownershiptotal compensation reported for Ms. Johnson in the SCT and to the average total compensation reported for the Non-PEO NEOs in the SCT for each year to determine the CAP:

2024 Proxy Statement | Page 30


202320222021
CEOAverage Non-CEO NEOsCEOAverage Non-CEO NEOsCEOAverage Non-CEO NEOs
Total Compensation from SCT$1,673,479$777,537$1,823,243$815,107$1,222,108$751,591
Deduct: Option Award Value Reported in SCT for the Covered FY*
(869,411)(256,235)(1,179,768)(377,526)(713,908)(278,791)
Add: Year End Fair Value of Equity Awards Granted During the Covered FY that Remain Outstanding and Unvested as of Last Day of the Covered FY
269,841 79,441 617,530 197,610 86,462 33,432 
Add (Deduct): Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards
(399,533)(120,665)138,185 45,951 (210,177)(62,954)
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the FY
123,619 36,393 133,832 42,826 88,457 34,203 
Add (Deduct): Year over Year Change in Fair Value of Equity Awards Granted in Prior FY that Vested in the FY
(203,758)(71,171)50,915 20,981 (22,523)(6,447)
Compensation Actually Paid (as defined by SEC rule)$594,237$445,300$1,583,937$744,949$450,419$471,034
*The amounts reflect the aggregate grant-date fair value reported in the "Option Awards" column in the SCT for the applicable year.

(3) The amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. Our Non-PEO NEOs for purposes of calculating the average amounts for each of 2023, 2022 and 2021 are Lisa Walters-Hoffert and John Fair.
(4) The amounts reported in column (f) reflect the cumulative total shareholder return (“TSR”) of our common stock for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K.
(5) The amounts reported in column (g) represent net income (loss) reflected in our audited financial statements for the applicable FY.
Required Disclosure of the Relationship Between CAP and TSR and Net Income
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable FYs.

2024 Proxy Statement | Page 31


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2024 Proxy Statement | Page 32


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All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of April 15, 2016 by:

any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.

each person, or group

2024 Proxy Statement | Page 33


DIRECTOR COMPENSATION

Overview
With the assistance of affiliated persons, whothe Compensation Committee and Aon, the independent compensation consult to the Compensation Committee, our Board periodically (and at least annually) reviews and evaluates our non-employee director compensation policy. The following is known byan overview of our non-employee director compensation policy during 2023, which was designed to allow us to beneficially own more than 5%recruit and retain individuals with the requisite experience, skills and characteristics for membership on our Board, and to align the interests of our directors with those of our stockholders through the grant of equity awards exclusively in the form of stock options.
Retainers. Each of our non-employee directors was paid a retainer during 2023 for service on our Board and for each Board committee on which the director served as shown in the table below. Retainers are paid in cash in arrears in four equal quarterly installments, prorated to reflect the actual time served by the director during such quarter. Directors may elect to receive up to 100% of their retainer in the form of awards of unrestricted shares of our common stock;

each of our directors;

each of our named executive officers; and

all of our current executive officers and directors as a group.

Beneficial ownership is determined in accordance withstock. If so elected, on the rules and regulationsfirst trading day of the SEC and includes voting or investment power with respectquarter following the quarter to ourwhich the retainer relates, we would issue a number of shares of common stock. Sharesstock equal to (x) the amount of the cash retainer that would otherwise have been payable to such director on the date of grant divided by (y) the fair market value of our common stock subjecton the date of grant. Directors wishing to optionsmake this election for a given calendar year must make the election on or warrantsbefore the last day of the prior calendar year, except that are currently exercisable or exercisable within 60 days of April 15, 2016 are considered outstanding and beneficially owned by the person holding the options or warrants for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole voting and investing powerelection with respect to allany year in which a director is newly elected must be made on or before June 30th of such year or such other date as determined by our Board.

Annual Retainer
($)
Board of Directors
Chair70,000 
Member40,000 
Board Committees
Audit Chair20,000 
Audit Member10,000 
Compensation Chair15,000 
Compensation Member7,500 
Nominating and Corporate Governance Chair10,000 
Nominating and Corporate Governance Member5,000 
Equity Awards.
Annual Award. On the date of each annual meeting of stockholders, each director that has served on our Board for at least six months (and, if up for election at such annual meeting, is elected at such annual meeting) receives an option to purchase shares of our common stock, beneficially owned by them,which will vest in full on the earlier of the first anniversary of the grant date or immediately prior to our first annual meeting of stockholders occurring after the grant date, subject to community property laws, where applicable. Exceptthe director’s continued service as otherwise set forth below,a director, and will become exercisable in full upon a change in control. The number of shares subject to this annual option grant was 40,000 in 2023. The number of shares subject to the addressannual award (which aligned the equity compensation component of our non-employee director compensation policy with the 50th percentile of our peer group from a percent of company approach) was approved by our Board, upon the recommendation of the beneficial owner is c/o Cerulean Pharma Inc., 35 Gatehouse Drive, Waltham, MA 02451.

The percentage ownership calculations for beneficial ownership areCompensation Committee, which was based on, 27,363,965 shares of common stock outstanding as of April 15, 2016.

Name of beneficial owner

 

Number of

shares

beneficially

owned

 

 

Percentage

of shares

beneficially

owned

 

5% Stockholders

 

 

 

 

 

 

 

 

Entities affiliated with Polaris Partners(1)

 

 

4,724,968

 

 

 

17.2

%

FMR LLC(2)

 

 

3,930,414

 

 

 

14.4

%

Entities affiliated with Venrock(3)

 

 

3,034,038

 

 

 

11.1

%

Entities affiliated with Crown Ventures(4)

 

 

2,599,920

 

 

 

9.5

%

Entities affiliated with Lilly Ventures(5)

 

 

2,356,227

 

 

 

8.6

%

 

 

 

 

 

 

 

 

 

Named Executive Officers

 

 

 

 

 

 

 

 

Christopher D.T. Guiffre(6)

 

 

290,873

 

 

 

1.1

%

Adrian M. Senderowicz, M.D.(7)

 

 

27,708

 

 

*

 

Alejandra V. Carvajal(8)

 

 

42,832

 

 

*

 

Paul A. Friedman, M.D.(9)

 

 

114,666

 

 

*

 

Stuart A. Arbuckle

 

 

—

 

 

 

—

 

Alan L. Crane(10)

 

 

4,893,731

 

 

 

17.8

%

Steven E. Hall, Ph.D.(11)

 

 

2,356,227

 

 

 

8.6

%

Susan L. Kelley, M.D.(12)

 

 

7,333

 

 

*

 

William T. McKee(13)

 

 

14,666

 

 

*

 

David R. Parkinson, M.D.(14)

 

 

7,333

 

 

*

 

William H. Rastetter, Ph.D.(15)

 

 

80,326

 

 

*

 

David R. Walt, Ph.D.

 

 

167,491

 

 

*

 

All current executive officers and directors as a group(16)

 

 

8,003,186

 

 

 

28.6

%

*

Represents beneficial ownership of less than one percent of our outstanding common stock.

(1)

Consists of (a) 1,405,750 shares of common stock held by Polaris Venture Partners IV, LP (“Polaris IV”), (b) 26,351 shares of common stock held by Polaris Ventures Partners Entrepreneurs’ Fund IV, LP (“Polaris EFund IV”), (c) 3,148,044 shares of common stock held by Polaris Venture Partners V, LP (“Polaris V”), (d) 61,353 shares of common stock held by Polaris Venture Partners Entrepreneurs’ Fund V, LP (“Polaris EFund V”), (e) 21,562 shares of common stock held by Polaris Ventures Partners Founders’ Fund V, LP (“Polaris FFund V”), (f) 31,478 shares of common stock held by Polaris Venture Partners Special Founders’ Fund V, LP (“Polaris SFFund V” and together with Polaris IV, Polaris EFund IV, Polaris V, Polaris EFund V and Polaris FFund V, the “Polaris Funds”) and (g) 5,242, 98, 24,213, 471, 165 and 241 shares of common stock issuable upon the exercise of warrants held by Polaris IV, Polaris EFund IV, Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund


V. Each of the Polaris Funds has the sole voting and investment power with respect to the shares directly held by it. The general partner of each of Polaris IV and Polaris EFund IV is Polaris Venture Management Co. IV, LLC (“Polaris Management IV”). The general partner of each of Polaris V, Polaris EFund V, Polaris FFund V and Polaris SFFund V is Polaris Venture Management Co. V, LLC (“Polaris Management V”). Each of Polaris Management IV and Polaris Management V may be deemed to have sole voting and investment power with respect to the shares held by the Polaris Funds of which they are general partner, and each of Polaris Management IV and Polaris Management V disclaim beneficial ownership of all the shares held by such Polaris Funds except to the extent of their proportionate pecuniary interests therein. North Star Venture Management 2000, LLC (“North Star”) directly or indirectly provides investment advisory services to various venture capital funds, including the Polaris Funds. The members of North Star (the “Management Members”) are also members of Polaris Management IV and Polaris Management V, and as such, they may be deemed to share voting and investment power over the shares held by the Polaris Funds. The Management Members disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein. Alan L. Crane, one of our directors, has an assignee interest in Polaris Management IV and Polaris Management V. To the extent that he is deemed to share voting and investment powers with respect to the shares held by the Polaris Funds, Mr. Crane disclaims beneficial ownership of all the shares held by the Polaris Funds except to the extent of his proportionate pecuniary interest therein. The mailing address of the beneficial owner is c/o Polaris Venture Partners, One Marina Park Drive, 10th Floor, Boston, MA 02210.

(2)

Based on information supplied by FMR LLC on Schedule 13G filed with the SEC on February 12, 2016, Fidelity SelectCo, LLC (“SelectCo”), 1225 17th Street, Suite 1100, Denver, Colorado 80202, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 3,930,414 shares of our common stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940 (the “SelectCo Funds”). Edward C. Johnson 3d and FMR LLC, through its control of SelectCo, and the SelectCo Funds each has sole power to dispose of the 3,930,414 shares owned by the SelectCo Funds. The ownership of one investment company, Select Biotechnology Portfolio, amounted to 2,620,301 shares or 9.581% of the Common Stock outstanding. Select Biotechnology Portfolio has its principal business office at 245 Summer Street, Boston, Massachusetts 02210. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B stockholders have entered into a stockholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the stockholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees.

(3)

Consists of (a) 2,720,455 shares of common stock held by Venrock Associates V, LP (“VA5”), (b) 230,647 shares of common stock held by Venrock Partners V, LP (“VP5”), (c) 63,915 shares of common stock held by Venrock Entrepreneurs V, LP (“VE5” and collectively with VA5 and VP5, the “Venrock Funds”) and (d) 17,164, 1,454 and 403 shares of common stock issuable upon the exercise of warrants held by VA5, VP5 and VE5, respectively. Venrock Management V, LLC (“VM5”), Venrock Partners Management V, LLC (“VPM5”) and VEF Management V, LLC (“VEFM5”) are the sole general partners of VA5, VP5 and VEF5, respectively, and may be deemed to own the shares held by the Venrock Funds. VM5, VPM5 and VEFM5 disclaim beneficial ownership of all the shares held by the Venrock Funds except to the extent of their proportionate pecuniary interest therein. The mailing address of the beneficial owner is 3340 Hillview Ave., Palo Alto, CA 94304.

(4)

Richard H. Robb, manager of CVF, LLC, exercises voting and investment power with respect to shares held by CVF, LLC. Mr. Robb disclaims beneficial ownership of all shares held by CVF, LLC except to the extent of his pecuniary interest therein. The mailing address of the beneficial owner is 222 N. LaSalle Street, Suite 2000, Chicago, IL 60601.

(5)

Steven E. Hall is a general partner at Lilly Ventures Fund I LLC and has shared voting and shared investment power over such shares, and may be deemed the indirect beneficial owner of such shares. Dr. Hall disclaims beneficial ownership over such shares, except to the extent of any pecuniary interest therein. The mailing address of the beneficial owner is 115 W. Washington Street, Suite 1680-South, Indianapolis, IN 46204.

(6)

Consists of (a) 2,757 shares of common stock and (b) 288,116 of shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.

(7)

Consists of shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.

(8)

Consists of shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.

(9)

Consists of shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.

(10)

Consists of (a) the shares described in note (1) above, (b) 77,201 shares of common stock and (c) 33,232 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.

(11)

Consists of (a) the shares described in note (5) above. Dr. Hall is a venture partner at Lilly Ventures Fund I and has shared voting and shared investment power over such shares, and may be deemed the indirect beneficial owner of such shares. Dr. Hall disclaims beneficial ownership over such shares, except to the extent of any pecuniary interest therein.

(12)

Consists of shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.


(13)

Consists of shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.

(14)

Consists of shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.

(15)

Consists of (a) 60,307 shares of common stock (b) 379 shares of common stock issuable upon the exercise of warrants and (c) 14,666 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016. William H. Rastetter holds the aforementioned shares jointly as community property with his wife.

(16)

Consists of (a) 7,386,941 shares of common stock, (b) 30,809 shares of common stock issuable upon the exercise of warrants and (c) 612,844 shares of common stock issuable upon the exercise of options exercisable within 60 days after April 15, 2016.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)and consistent with, Aon's recommendation, which recommendation was based on an assessment of the Exchange Act requires our directors and certain officers and holders of more than 10%market data of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. These Section 16 reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms received by us, and written representations from certain reporting persons, we believe that during 2015, our directors, officers and 10% stockholders complied with all Section 16(a) filing requirements applicable to them with respect2023 peer group.

Initial Award. Each director newly elected to our common stock during that fiscal year, except that due toBoard receives an administrative error on the part of the Company Dr. Senderowicz did not timely file a Form 3 reporting a nonqualified stock option to purchase 90,000 shares of our common stock, that he heldwhich vests as to one-third of the shares on each anniversary of the grant date until the third anniversary of the grant date, subject to the director’s continued service as a director, and will become exercisable in full upon his appointmenta change in control. The number of shares subject to this initial award was 60,000 in 2023. No such awards were granted in 2023.
2024 Proxy Statement | Page 34


Exercise Price. The exercise price of each option granted under our non-employee director compensation policy (both an initial award and an annual award) is set at the fair market value of our common stock on the grant date.
Expense Reimbursement. We reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending board and committee meetings.
2023 Director Compensation
The following table sets forth the compensation of our non-employee directors during 2023.
2023 Director Compensation
NameFee Earned or
Paid in Cash
Option
Awards (1)
All Other
Compensation		Total
Cheryl R. Blanchard, Ph.D.$47,500$28,892$—$76,392
Jessica D. Grossman, M.D.$55,000$28,892$—$83,892
Susan L. Kelley, M.D.$50,000$28,892$—$78,892
Gregory W. Matz, CPA$65,000$28,892$—$93,892
Sophia Ononye-Onyia, Ph.D.$52,500$28,892$—$81,392
William H. Rastetter, Ph.D.$85,000$28,892$—$113,892
Robin J. Steele, J.D., L.L.M.$57,500$28,892$—$86,392
(1)The amounts in this column represent the grant date fair value, determined in accordance with ASC Topic 718, Compensation-Stock Compensation (ASC Topic 718), of stock options granted to the applicable individual. See Note 10. Stock-Based Compensation to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 28, 2024 for details as an officer on September 4, 2015 and did not timely file a Form 4 reporting a grant to him on September 4, 2015the assumptions used to determine the fair value of an incentivethe awards.
As of December 31, 2023, our non-employee directors had stock optionoptions outstanding to purchase 135,000the following number of shares of our common stock.  Dr. Senderowicz filedstock:
Name# of Shares Subject to
Outstanding Options
Cheryl R. Blanchard, Ph.D.175,500 
Jessica D. Grossman, M.D.198,000 
Susan L. Kelley, M.D.205,300 
Gregory W. Matz, CPA198,000 
Sophia Ononye-Onyia, Ph.D.123,000 
William H. Rastetter, Ph.D.205,301 
Robin Steele, J.D., L.L.M.200,200 

2024 Director Compensation Decisions
In January 2024, in connection with a Form 3periodic assessment by our Board of its size and Form 4 reporting these matters on December 3, 2015.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER OUR composition, our Board also determined to reduce the annual cash compensation payable to non-employee directors from the 50th to the 25th percentile of our peer group of companies. Accordingly, for 2024, the annual retainer payable to our Board members was reduced from $40,000 to $39,000, the annual retainer payable to the chair of each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee for their service in such capacities was reduced from $20,000 to $15,000, from $15,000 to $10,000 and from $10,000 to $8,000, respectively. The annual retainer payable to non-chair members of each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee for their service in such capacities was reduced from $10,000 to $7,500, from $7,500 to $5,000 and from $5,000 to $4,000, respectively. In addition, the number of shares subject to the annual award to non-employee directors and to the initial award to new non-employee directors, if any, for 2024 will remain at the same number as in 2023.

2024 Proxy Statement | Page 35


EQUITY COMPENSATION PLANS

PLAN INFORMATION


The following table providessets forth information about the securities authorized for issuance under our equity compensation plans as of December 31, 2015.

Plan Category

 

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights

 

Weighted-average

exercise price of

outstanding options,

warrants and rights

 

 

Number of securities

remaining available

for future issuance

under equity

compensation plans

(excluding securities

reflected in column

(a))

 

 

(a)

 

 

 

(b)

 

 

(c)

 

 

Equity compensation plans approved by

   security holders

 

 

3,454,926

 

(1)

 

$

5.39

 

 

 

1,225,015

 

(2)

Equity compensation plans not approved by

   security holders

 

 

—

 

 

 

 

—

 

 

 

—

 

 

Total

 

 

3,454,926

 

 

 

$

5.39

 

 

 

1,225,015

 

 

(1)

Consists of stock options outstanding as of December 31, 2015 under our 2007 stock incentive plan and 2014 stock incentive plan.

(2)

Consists of (i) 540,950 shares of our common stock available for future issuance under our 2014 stock incentive plan; and (ii) 684,065 shares of our common stock available for future issuance under our 2014 employee stock purchase plan.


REPORT OF THE AUDIT COMMITTEE

The audit committee is appointed by the board of directors to assist the board of directors in fulfilling its oversight responsibilities2023, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

Plan CategoryNumber of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights  (a)		Weighted-
average exercise
price of
outstanding
options,
warrants and
rights (b)		Number of
securities remaining
available for future
issuance under
equity
compensation plans
(c)  (excluding
securities reflected
in column a))
Equity compensation plans approved by security holders (1)
9,463,556 $1.466,725,579 
Equity compensation plans not approved by security holders— — — 
Total9,463,556 $1.466,725,579 
(1)Consists of securities issued under our Amended and Restated 2014 Stock Incentive Plan and our 2022 Stock Incentive Plan. All such plans are broad-based incentive plans, which allow for the integritygrant of stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards to employees, consultants and non-employee directors.
2024 Proxy Statement | Page 36


AUDIT COMMITTEE REPORT
The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee operates under a written charter adopted by our Board. The responsibilities and activities of the Audit Committee are described below and in its charter.
Our Board has determined that each member of the Audit Committee is able to read and understand fundamental financial statements, including our balance sheet, income statement and cash flow statement. Our Board has also determined that Mr. Matz qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and that each member is independent as defined under applicable Nasdaq rules and meets the independent requirements contemplated by Rule 10-3A under the Exchange Act.
The Audit Committee assists our Board with oversight of our (i) accounting and financial reporting processes, the audits of our financial statements and the quality and integrity of our financial reporting processstatements; (ii) independent registered public accounting firm, including its qualifications, independence and performance; (iii) systems of internal controls regarding finance, accounting,controls; (iv) enterprise risk management and information technology and data security policies and programs, including risks from cybersecurity threats; and (v) compliance with legal and regulatory requirements (2) the qualifications, independence,as well as ethical standards and performance ofother corporate policies adopted by our independent registered public accounting firm, (3) the performance of our internal audit function, if any, and (4) other matters as set forth in the charter of the audit committee approved by the board of directors.

Board.

Management is responsible for the preparation of Cerulean’s financial statementsCompany's internal controls and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. Theprocess. Haskell & White LLP., or Haskell & White, as the Company's independent registered public accounting firm, is responsible for performing an independent audit of Cerulean’sthe Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, or PCAOB, and issuingto issue a report thereon.on the audit process. The audit committee’sAudit Committee's responsibility is to monitor and oversee these processes.

In connectionthis context, the Audit Committee has met and held discussions with these responsibilities,management and Haskell & White regarding the audit committeefair and complete presentation of the Company's financial results.

The Audit Committee held nine meetings during the 2023 fiscal year, including regular meetings in conjunction with the close of each fiscal quarter, during which the Audit Committee reviewed and discussed the Company’s financial statements with management and our independent registered public accounting firm. These Audit Committee meetings routinely include executive sessions of the committee, as well as private sessions with each of our independent registered public accounting firm and management.
The Audit Committee has reviewed and discussed the audited consolidated financial statements of Cerulean for the fiscal year ended December 31, 2015.2023 with our management. The audit committee alsoAudit Committee has discussed with theour independent registered public accounting firm the matters required to be discussed by the PCAOB’sapplicable requirements of the PCAOB Auditing Standard No. 16, Communication1301 "Communication with Audit Committees. In addition,Committees" and the audit committeeSEC. The Audit Committee has received and reviewed the written communicationsdisclosures and the letter from theour independent registered public accounting firm confirming its independence as required by the applicable requirements of the PCAOB regarding our independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with theour independent registered public accounting firm their independence.

its independence from our company. Based on the above reviews and discussions, referred to above, the audit committeeAudit Committee recommended to the board of directorsour Board that theour audited consolidated financial statements of Cerulean be included in itsour Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.


Gregory W. Matz, CPA (Chair)
Jessica D. Grossman, M.D.
Robin Steele, J.D., L.L.M.
2024 Proxy Statement | Page 37


PROPOSAL 1
ELECTION OF DIRECTORS
Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Our Class I directors are up for election at the Annual Meeting.
Dr. Ononye-Onyia, currently one of our Class I directors, is not standing for re-election. As previously reported, following a periodic assessment by our Board of its size and composition, our Board determined that a reduction in the number of our directors would help rightsize our Board to our current operations and further align the size of our Board with boards of companies of similar size. As a result of that assessment, on January 26, 2024, Dr. Blanchard, currently one of our Class III directors, and Dr. Ononye-Onyia informed our Board that they will resign from our Board immediately prior to the Annual Meeting. The size of our Board will be reduced from eight to six members effective as of the Annual Meeting.
Our Board, upon the recommendation of the Nominating Committee, has nominated Drs. Grossman and Kelley as Class I directors for election at the Annual Meeting and to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.
Proxies may not be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Each of the directors nominated by our Board for election at the Annual Meeting has consented to serving as a nominee, being named in this Proxy Statement, and serving on our Board if elected. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by our Board to fill the vacancy.
OUR BOARD RECOMMENDS A VOTE “FOR” EACH NOMINEE NAMED ABOVE.
2024 Proxy Statement | Page 38




PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITOR
The Audit Committee has selected Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and has further directed that management submit such selection for ratification by our stockholders at the Annual Meeting. Haskell & White was appointed to serve as our independent registered public accounting firm for the fiscal year ended December 31, 2015,2023 on November 9, 2023.
Neither our by-laws nor other governing documents or law require stockholder ratification of the selection of Haskell & White as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Haskell & White. to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and in the best interests of our stockholders. Representatives of Haskell & White are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Auditor Fees
The following table shows the fees billed by Haskell & White for our last fiscal year. As discussed below, there was a change in our independent registered public accounting firm during 2023, and in accordance with SEC staff guidance, the auditor fee disclosure included in this Proxy Statement is only made with respect to Haskell & White, the accountant who rendered an audit opinion on our financial statements for the year ended December 31, 2023.
Fiscal Year
2023
Audit Fees (1)
$149,000
Audit Related Fees (2)
— 
Tax Fees (3)
— 
All Other Fees (4)
— 
Total$149,000
(1)Audit Fees are for professional services rendered for the audit of our annual financial statements and review of financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
(2)Audit Related Fees are for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not included in Audit Fees. No such services were rendered during the period.
(3)Tax Fees are for professional services for tax compliance, tax advice, and tax planning. No such services were rendered during the period.
(4)All Other Fees are for products and services other than the services reported above. No such services were rendered during the period.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant
Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. All audit services for 2023 were pre-approved by the Audit Committee.
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Prior to engagement of our independent registered public accounting firm for the next year’s audit, management will present to the Audit Committee the services expected to be required during that year for the following categories:
1.    Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.
2.    Audit-related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
3.    Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.
4.    Other services are those not captured in the other categories. We generally do not request such services from our independent registered public accounting firm.
Prior to engagement, the Audit Committee pre-approves these services by category. The fees for these services are budgeted and the Audit Committee is informed periodically throughout the year of actual fees versus the budget by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated, currently the Audit Committee chair, must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
Change in Independent Registered Public Accounting Firm

As discussed above, on November 9, 2023, the Audit Committee approved the engagement of Haskell & White to serve as our independent registered public accounting firm for the fiscal year ended December 31, 2023. During our fiscal years ended December 31, 2022 and December 31, 2021 and the subsequent interim period through November 9, 2023, neither we, nor any person acting on our behalf, consulted Haskell & White regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of the audit opinion that might be rendered on our financial statements, and Haskell & White did not provide any written report or oral advice to us that Haskell & White concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue, or (iii) any matter that was filedeither the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K.
Mayer Hoffman McCann P.C. (“Mayer Hoffman”) ceased serving as our independent registered public accounting firm on November 9, 2023, the date of our engagement of Haskell & White. On August 4, 2023, Mayer Hoffman notified us that it decided to resign as our independent registered public accounting firm effective upon the earlier of (i) the filing of our annual report on Form 10-K for the fiscal year ending December 31, 2023, (ii) the date on which we engaged a new independent registered public accounting firm and (iii) April 1, 2024. Mayer Hoffman informed us that its decision to resign was not as a result of any action taken or not taken by the Company. Neither our Board nor the Audit Committee was involved in Mayer Hoffman’s decision to resign.
Mayer Hoffman audited our consolidated financial statements for the years ended December 31, 2022 and 2021. Mayer Hoffman’s report dated March 30, 2023, with respect to our consolidated financial statements as of December 31, 2022 and 2021 and for each of the years ended December 31, 2022 and December 31, 2021, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such report contained an explanatory paragraph regarding our ability to continue as a going concern. During our fiscal years ended December 31, 2022 and December 31, 2021 and the subsequent interim period through November 9, 2023, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between us and Mayer Hoffman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to satisfaction of Mayer Hoffman, would have caused Mayer Hoffman to make reference to the subject matter of such disagreements in connection with its report, or (ii)
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“reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K, that would require disclosure under Item 304(a)(1)(v) of Regulation S-K.
OUR BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 2.
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PROPOSAL 3
TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
At our 2020 annual meeting of stockholders, our Board recommended that our stockholders approve an advisory vote on the compensation of our named executive officers (commonly referred to as the “say-on-pay” vote) on an annual basis. Approximately 93% of the votes cast at our 2020 annual meeting of stockholders were for the recommendation of our Board, and in response we hold an annual say-on-pay vote. The say-on-pay vote is not intended to address any specific compensation item, but rather our overall approach to the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules in this Proxy Statement (which disclosure includes the related compensation tables included in the “Executive Compensation” section of this Proxy Statement).
Although the vote on this proposal is advisory, and therefore not binding on us our or our Board, our Board and the Compensation Committee value input from our stockholders and will consider the outcome of the vote in analyzing our approach to the compensation of our executive officers when making future executive compensation decisions. We first held a say-on-pay vote at our 2020 annual meeting of stockholders. Based on the votes cast for and against, our executive compensation program received support from over 88% of the votes cast in 2023, over 75% of the votes cast in 2022, over 82% of the votes cast in 2021, and over 85% of the votes cast in 2020. Our Board and the Compensation Committee believe that this level of approval of our executive compensation program is indicative of our stockholders’ support of our compensation philosophy and goals as well as the overall administration of executive compensation by our Board and the Compensation Committee.
As described in more detail in the “Executive Compensation” section of this Proxy Statement, our executive compensation program is intended to attract and retain qualified executive officers and to align the interests of our executive officers with those of our stockholders by incentivizing and rewarding achievement of business objectives that we believe will enhance our value and by promoting commitment to long-term success. Our current executive compensation program primarily includes (1) base salary, (2) annual performance-based incentive compensation, and (3) long-term incentive compensation exclusively in the form of stock options with the SEC.

THE AUDIT COMMITTEE OF THE BOARD OF

DIRECTORS OF CERULEAN PHARMA INC.

William T. McKee, Chairman

Stuart A. Arbuckle

David R. Walt, Ph.D.


HOUSEHOLDING

Some banks, brokersgoal of aligning the long-term interests of executive officers with those of our stockholders and otherwise encouraging the achievement of superior results over an extended time period. Our Board and the Compensation Committee reviews our compensation plans and programs on an ongoing basis and periodically make adjustments taking into account competitive conditions and other nominee record holders mayfactors. Please read the section entitled “Executive Compensation” above for additional details about our executive compensation programs, including information about the fiscal year 2023 compensation of our named executive officers. This advisory vote gives our stockholders the opportunity to approve or not approve our executive compensation programs and policies by voting on the following resolution:

“RESOLVED, that the stockholders of Daré Bioscience, Inc. approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion.”
The vote on this proposal will not be participatingconstrued to create or imply any change to the fiduciary duties of our Board, or to create or imply any additional fiduciary duties for our Board. The approval or disapproval of this proposal by our stockholders will not require our Board to take any action regarding our executive compensation practices and will not alter any contractual obligations between us and any of our executive officers or other employees.
OUR BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 3.
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PROPOSAL 4
THE REVERSE STOCK SPLIT PROPOSAL
General
Our Board has adopted and is recommending that our stockholders approve an amendment to our restated certificate of incorporation, as amended (our “certificate of incorporation”), to effect a reverse split of the issued shares of our common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-12, without reducing the authorized number of shares of our common stock, with the exact ratio to be selected by our Board in its discretion, and to be effected, if at all, in the practice of “householding” proxy statements and annual reports. This means that only one copysole discretion of our documents, including the annual report to stockholders and proxy statement, may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you upon written or oral request to Cerulean Pharma Inc., 35 Gatehouse Drive, Waltham, MA 02451 Attention: Investor Relations, telephone: 781-996-4300 or email: ir@ceruleanrx.com. If you want to receive separate copiesBoard at any time after stockholder approval of the proxy statementamendment and before June 5, 2025 without further approval or annual reportauthorization of our stockholders. If our stockholders approve this proposal, our Board will have authority to stockholders in the future, or if you are receiving multiple copies and would likegive effect to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address, phone number or email address.

STOCKHOLDER PROPOSALS

A stockholder who would like to have a proposal considered for inclusion in our 2017 proxy statement must submit the proposalreverse stock split in accordance with the foregoing in the event it determines to do so. However, notwithstanding stockholder approval of this proposal, our Board may elect not to proceed with a reverse stock split if, at any time, our Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to do so. By voting in favor of this proposal, you are expressly also authorizing our Board to determine not to proceed with a reverse stock split in its sole discretion.

If a reverse stock split described in this proposal is implemented, at its effective time, the issued shares of our common stock immediately prior to the effective time would be combined and reclassified into a smaller number of shares such that, except for adjustments that may result from the treatment of fractional shares as described below, each of our stockholders would own one new share of our common stock for every 2 to 12 shares of our common stock owned by such stockholder immediately prior to the effective time of the reverse stock split, depending on the exact ratio approved by our Board.
A copy of the proposed form of certificate of amendment to our certificate of incorporation to effect a reverse stock split described in this proposal is attached as Appendix A to this Proxy Statement; provided, however, that the text of the form of the certificate of amendment attached as Appendix A is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as our Board deems necessary or advisable to effect such a reverse stock split. Our Board determined that the proposed certificate of amendment is advisable and in the best interests of the Company and our stockholders and directed that the certificate of amendment be submitted for consideration by our stockholders at the Annual Meeting.
Reasons for the Reverse Stock Split; Potential Consequences of the Reverse Stock Split
Our primary reason for recommending that our stockholders approve this proposal to authorize our Board to effect, if in its sole discretion it determines to do so, a reverse stock split described in this proposal is based on our belief that such a reverse stock split could be necessary to increase the bid price of our common stock to avoid having our common stock suspended and delisted from The Nasdaq Capital Market. Our common stock is publicly traded and listed on The Nasdaq Capital Market under the trading symbol “DARE.” To maintain our listing, we must comply with the continued listing requirements of The Nasdaq Capital Market, which include a minimum bid price requirement of $1.00 per share.
On July 19, 2023, we received a letter from Nasdaq’s Listing Qualifications Department (the “Staff”) notifying us that, over the previous 30 consecutive business days, the closing bid price for our common stock was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). We were provided an initial period of 180 calendar days, or until January 16, 2024, to regain compliance with the Minimum Bid Price Requirement.
On January 17, 2024, the Staff notified us that because we had not timely regained compliance with the Minimum Bid Price Requirement, our common stock was subject to delisting from The Nasdaq Capital Market unless we timely requested a hearing before Nasdaq’s Hearings Panel (the “Panel”) to appeal the Staff’s delisting determination. We submitted a timely request for a hearing before the Panel. Our hearing request stayed the suspension and delisting of our common stock pending the decision of the Panel and the expiration of any additional time granted by the Panel.
On February 27, 2024, the Panel notified us that, based on its review of the written record, which included our commitment to effect a reverse stock split if necessary to regain compliance with the Minimum Bid Price Requirement, it determined to grant us a temporary exception until July 15, 2024 (the “Exception Period”) to regain
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compliance with the Minimum Bid Price Requirement. The Panel granted the exception subject to us obtaining Board and stockholder approval of the reverse stock split and, if necessary to comply with the Minimum Bid Price Requirement, effecting the reverse stock split on or before specified dates that would enable us to demonstrate compliance with the Minimum Bid Price Requirement by evidencing a closing bid price of $1.00 or more per share for a minimum of ten consecutive trading sessions on or before July 15, 2024. The Panel advised us that during the Exception Period we must provide Nasdaq with prompt notification of any significant events that may affect our compliance with Nasdaq listing requirements, including any event that may call into question our ability to meet the terms of the exception granted by the Panel. The Panel also advised us that should we fail to meet any of the terms of the exception it granted us, our common stock will immediately be delisted.
If our stockholders approve this proposal and if our Board believes it is in our best interest and the best interests of our stockholders to proceed with a reverse stock split described in this proposal, our Board would effect a reverse stock split at the ratio within the range approved by our stockholders that our Board determines is likely to result in a bid price immediately after giving effect to the reverse stock split that would likely be sufficient to allow us to achieve compliance with the Minimum Bid Price Requirement within the Exception Period while retaining a sufficient number of outstanding, tradeable shares to facilitate an adequate trading market. However, even if a reverse stock split is effected, there can be no assurance that we will be successful in regaining compliance with the Minimum Bid Price Requirement or that we will be able to satisfy all other continued listing requirements of The Nasdaq Capital Market and maintain the listing of our common stock on The Nasdaq Capital Market.
Our Board has considered, and will continue to consider, what potential harm to the Company and our stockholders could result should Nasdaq delist our common stock from The Nasdaq Capital Market. For instance, delisting of our common stock could adversely affect our ability to raise additional capital through sales of equity securities, which we have relied heavily on in the past to fund our operations. Delisting of our common stock may also significantly affect the ability of investors to trade our common stock and may negatively affect the value and liquidity of our common stock. Alternatives to listing on a national securities exchange, such as the OTCQB and the Pink markets operated by the OTC Markets Group Inc., are generally considered to be less efficient markets. An investor could find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on such markets. Many investors likely would not buy or sell shares of our common stock due to difficulty in accessing the OTCQB or Pink markets, policies preventing them from trading in securities not listed on a national securities exchange, or other reasons. In addition to a loss of interest on the part of institutional and other investors, delisting of our common stock from The Nasdaq Capital Market could cause a loss of confidence in the Company by existing or potential industry collaborators, service providers, vendors, and our employees, which could result in fewer strategic and business development opportunities and further harm our business and prospects.
In addition, a reverse stock split may make our common stock a more attractive and cost-effective investment to a broader range of investors, which in turn, could improve the marketability and liquidity of our common stock. For example, the current market price of our common stock may prevent certain institutional investors, professional investors and other members of the investing public from purchasing our common stock. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Furthermore, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current market price of our common stock can result in investors paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.
Even if a reverse stock split is effected, the trading price of our common stock is influenced by a variety of factors, such as our business and financial performance, market conditions, the market perception of our prospects for future success, and other factors detailed in the periodic reports we file with the SEC including our annual report on Form 10-K for the year ended December 31, 2023, and these other factors may adversely affect the trading price of our common stock. As a result, there can be no assurance that a reverse stock split, if implemented, will result in the intended or expected benefits described above, including a sustained increase in the trading price of our common stock. Additionally, we cannot assure you that, in the event a reverse stock split is implemented, the trading price per share of our common stock after the reverse stock split will increase in proportion to the reduction in the number of shares of our common stock outstanding before the reverse stock split. Accordingly, our overall market value after the reverse stock split (measured as the product of the number of outstanding shares of our common stock and the bid price per share) may be lower than our overall market value before the reverse stock split. Further, a reduction in number of shares outstanding as a result of the reverse stock split may lead to reduced
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trading and a smaller number of market makers for our common stock, which may impair the liquidity of our common stock. Reduced liquidity, or the perception thereof, may also adversely affect the trading price of our common stock.
Effects of the Reverse Stock Split
Generally
A reverse stock split would apply to all outstanding shares of our common stock and any shares of our common stock held in treasury, i.e., all “issued” shares. As of the record date for the Annual Meeting, we do not have any shares held in treasury. Based on 100,581,900 shares of our common stock issued as of the record date for the Annual Meeting, immediately following the reverse stock split, if implemented (without giving effect to rounding for fractional shares):
•assuming a 1-for-2 reverse split ratio, we would have approximately 50,290,950 issued shares of common stock;
•assuming a 1-for-6 reverse split ratio, we would have approximately 16,763,650 issued shares of common stock; and
•assuming a 1-for-12 reverse split ratio, we would have approximately 8,381,825 issued shares of common stock.
A reverse stock split would affect all holders of our common stock uniformly and would not affect any stockholder’s percentage ownership interest or any stockholder’s proportionate voting power, except that, as described below under “Fractional Shares,” holders of our common stock otherwise entitled to a fractional share as a result of a reverse stock split because they hold a number of shares not evenly divisible by the ratio at which such a reverse stock split is implemented would automatically be entitled to receive an additional fraction of a share of our common stock to round up to the next whole share.
A reverse stock split may result in some stockholders owning “odd lots” of less than 100 shares of common stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.
If a reverse stock split is effected, our common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our common stock, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP number by following the procedures outlineddescribed below under “Procedures for Implementing the Reverse Stock Split – Stockholders of Record Holding Certificated Shares of our Common Stock.”
Our common stock is currently registered under the Exchange Act, and we are subject to the current and periodic reporting and other requirements of the Exchange Act. A reverse stock split will not affect the registration of our common stock under the Exchange Act. In addition, notwithstanding the decrease in the number of outstanding shares that will result if the reverse stock split is effected, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 14a-813e-3 of the Exchange Act.
Our common stock would continue to be listed on The Nasdaq Capital Market under the symbol “DARE” immediately following a reverse stock split.
Effect on Authorized Shares of Common Stock
A reverse stock split effected in accordance with this proposal would not change the number of authorized shares of our common stock. Because the number of issued shares of our common stock would decrease if the reverse stock split is effected, the number of shares of our common stock remaining available for issuance would increase. Currently, the number of authorized shares of our common stock is 240,000,000. Subject to limitations imposed by Nasdaq, the additional shares available for issuance may be issued without stockholder approval at any time, in the sole discretion of our Board. The authorized and unissued shares may be issued for cash, for acquisitions or for any other purpose that our Board determines to be in our best interest.
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By increasing the number of authorized but unissued shares of our common stock, a reverse stock split could, under certain circumstances, have an anti-takeover effect, although this is not the intent of our Board. For example, it may be possible for our Board to delay or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares to be issued to holders who might side with our Board in opposing a takeover bid that our Board determines is not in the best interests of the Company or our stockholders. A reverse stock split therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, a reverse stock split may limit the opportunity for our stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. A reverse stock split may have the effect of permitting our current management, including our current directors, to retain their position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with our operations. However, our Board is not aware of any effort to accumulate our common stock or otherwise to obtain control of the Company, and our Board has not approved the reverse stock split with the intent that it be utilized as a type of anti-takeover device.
Effect on Par Value of our Common Stock
A reverse stock split would not affect the per share par value of our common stock, which would remain at $0.0001.
Effect on Warrants, and Convertible or Exchangeable Securities
If a reverse stock split is effected, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of outstanding warrants, and convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of our common stock, if any. This would result in approximately the same aggregate price being required to be paid under such securities upon exercise, exchange or conversion, and approximately the same value of shares of common stock being delivered upon such exercise, exchange or conversion, immediately following the reverse stock split as was the case immediately preceding the reverse stock split. No fractional shares would be issued upon the exercise of any outstanding warrant. In lieu of any fraction of a share to which a warrant holder would otherwise be entitled, we would either make a cash payment in respect of such fraction based on the adjusted exercise price per share of the warrant or round up to the next whole share in accordance with the terms of the particular warrant. The number of shares reserved for issuance pursuant to these securities, if any, would be proportionately adjusted based on the ratio at which the reverse stock split is implemented, subject to our treatment of fractional shares.
Effect on Authorized Shares and Par Value of our Preferred Stock
A reverse stock split would not affect the authorized number or per share par value of our preferred stock, which will remain at 5,000,000 and $0.01, respectively. We currently do not have any series of preferred stock outstanding.
Effect on our Equity Incentive Plans and Outstanding Awards
Pursuant to the terms of our Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan”) and our 2022 Stock Incentive Plan (the “2022 Plan,” and, together with the 2014 Plan, the “Equity Plans”), the number of shares of our common stock issuable upon exercise or vesting of all then outstanding stock options and other equity awards, if any, would be proportionately adjusted using the ratio at which the reverse stock split is implemented, and rounded down to the nearest whole share. The number of shares then reserved for issuance under the Equity Plans would also be reduced proportionately based upon the ratio at which the reverse stock split is implemented. In addition, the exercise price per share for each outstanding stock option would be increased in inverse proportion to the ratio at which the reverse stock split is implemented, such that upon exercise, the aggregate exercise price payable by the option holder to the Company for the shares subject to the option would remain approximately the same as the aggregate exercise price prior to the reverse stock split, subject to the terms of such securities.
The following table contains approximate information, based on share information as of April 09, 2024, relating to our common stock based on potential reverse stock split ratios (without giving effect to the treatment of fractional shares):
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StatusNumber of Shares of Common Stock Authorized for IssuanceNumber of Shares of Common Stock Issued (1)Number of Shares of Common Stock Reserved for Future Issuance (2)Number of Shares of Common Stock Authorized but Unissued and Unreserved
Pre-Reverse Stock Split240,000,000100,581,90031,195,635108,222,465
Post-Reverse Stock-Split 1-for-2240,000,00050,290,95015,597,818174,111,232
Post-Reverse Stock-Split 1-for-6240,000,00016,763,6505,199,273218,037,077
Post-Reverse Stock Split 1-for-12240,000,0008,381,8252,599,636229,018,539
(1) We did not have any shares held in treasury as of April 09, 2024
(2) The pre-reverse stock split number of shares reserved for future issuance is based on the following:
15,006,500 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $0.63 per share;
11,876,713 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $1.24 per share; and
4,312,422 shares of common stock reserved for future grants of awards under the Equity Plans.
Fractional Shares
We would not issue fractional shares in connection with the reverse stock split. Instead, holders of our common stock who otherwise would be entitled to receive a fractional share because they hold a number of shares not evenly divisible by the ratio at which the reverse stock split is implemented will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share, after all of the fractional interests of a holder have been aggregated. In any event, cash will not be paid for fractional shares.
Procedures for Implementing the Reverse Stock Split
If our stockholders approve this proposal, and if our Board determines that it is in our best interest and the best interests of our stockholders to implement a reverse stock split described in this proposal, we would file the certificate of amendment to our certificate of incorporation with the Secretary of State of the State of Delaware to effect the reverse stock split at the ratio approved by our Board. In accordance with Nasdaq rules, we would publicly disclose the reverse stock split, including the ratio at which the reverse stock split would be implemented, by noon Eastern Time at least two business days before the anticipated market effective date. As of the effective time of the reverse stock split, each stock certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.
Stockholders of Record Holding Certificated Shares of our Common Stock
If a reverse stock split is effected, stockholders holding shares of our common stock in certificated form would be sent a transmittal letter by our transfer agent after the effective time of the reverse stock split. The letter of transmittal would contain instructions on how a stockholder should surrender their certificate(s) representing pre-split shares of our common stock to our transfer agent in exchange for certificates representing the appropriate number of shares of post-reverse stock split common stock. No certificates representing post-split shares of our common stock would be issued to a stockholder until such stockholder has surrendered to our transfer agent all of their certificates representing their pre-split shares, together with a properly completed and executed letter of transmittal. No stockholder would be required to pay a transfer or other fee to exchange their certificates representing pre-split shares of our common stock. Until surrendered, we would deem certificates representing pre-
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split shares of our common stock to be cancelled and only to represent the number of whole shares of post-split shares of our common stock to which these stockholders are entitled, subject to the treatment of fractional shares. If a certificate representing pre-split shares of our common stock bears a restrictive legend, the certificate issued in exchange therefor will bear the same restrictive legend. Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, would automatically be exchanged for post-split shares. Upon receipt of a letter of transmittal from our transfer agent, to avoid having their shares possibly become subject to escheat laws, stockholders should promptly submit their stock certificates to our transfer agent in accordance with the instructions in the letter of transmittal. Stockholders should not destroy any stock certificate and should not submit any stock certificate unless and until requested to do so.
Stockholders of Record Holding Shares of our Common Stock in “Book-Entry” Form
If a reverse stock split is effected, stockholders who hold their shares of our common stock electronically in book-entry form with our transfer agent would not need to any take action to receive their shares of post-reverse stock split common stock (i.e., the exchange would be automatic).
Beneficial Owners: Shares Registered in the Name of a Broker or Bank
If a reverse stock split is effected, we do not expect stockholders who hold their shares through a broker, bank, or other nominee will need to take any action for their accounts to reflect the post-reverse split quantity of shares they hold. Brokers, banks, and other nominees who hold our common stock will process the reverse stock split for the beneficial owners of our common stock. Such brokers, banks, and other nominees may implement different procedures than those to be followed by registered stockholders for processing the reverse stock split, particularly with respect to the treatment of fractional shares. Stockholders who hold shares of our common stock in street name and who have questions regarding the procedures of their broker, bank or other nominee for processing the reverse stock split are encouraged to contact the organization holding their shares.
Accounting Matters
A reverse stock split would not affect the per share par value of our common stock. As a result, in the event a reverse stock split is implemented, on the effective date of the reverse stock split, the stated capital on our consolidated balance sheet attributable to our common stock would be reduced proportionally based on the ratio at which the reverse stock split is implemented from its present amount, and the additional paid-in capital account would be increased by the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, would remain unchanged. Reported per share net income or loss would be higher because there would be fewer shares of our common stock outstanding. We do not anticipate that any other accounting consequences would arise as a result of the reverse stock split.
Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split
The following summary describes, as of the date of this Proxy Statement, certain U.S. federal income tax consequences of a reverse stock split described in this proposal to holders of our common stock. This summary addresses the tax consequences only to a U.S. holder of our common stock, which is a beneficial owner of our common stock that is either:
•an individual citizen or resident of the United States;
•a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
•an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
•a trust, if: (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons has the authority to control all of its substantial decisions or (ii) it has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.
This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this Proxy Statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing
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interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the reverse stock split.
This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. For example, this summary does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates or former citizens or residents, persons subject to the alternative or corporate minimum tax, persons whose functional currency is not the U.S. dollar, partnerships or other pass-through entities, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons who acquired their shares or equity awards in connection with employment or other performance of services, (iii) persons who hold our common stock as part of a position in a “straddle” or as part of a “hedging transaction,” “conversion transaction” or other integrated investment transaction for federal income tax purposes, or (iv) persons who do not hold our common stock as “capital assets” (generally, property held for investment). This summary does not address backup withholding and information reporting. This summary does not address U.S. holders who beneficially own common stock through a “foreign financial institution” (as defined in Code Section 1471(d)(4)) or certain other non-U.S. entities specified in Code Section 1472. This summary does not address the Medicare tax on net investment income, tax considerations in respect of our preferred stock, or tax considerations arising under any state, local or foreign laws, or under federal estate or gift tax laws.
If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of a reverse stock split described in this proposal.
We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of a reverse stock split, and there can be no assurance that the Internal Revenue Service will not challenge the statements and conclusions set forth below or that a court would not sustain any such challenge.
Stockholders should consult their own tax advisors concerning the particular U.S. federal tax consequences of a reverse stock split described in this proposal to them, as well as the consequences to them arising under the laws of any other taxing jurisdiction, including any foreign, state, or local income tax consequences.
General Tax Treatment of the Reverse Stock Split
A reverse stock split of the type described in this proposal is intended to qualify as a “reorganization” under Section 368 of the Code that should constitute a “recapitalization” for U.S. federal income tax purposes. Certain filings with the Internal Revenue Service must be made by us and certain ‘significant holders” of our common shares in order for the reverse stock split to qualify as a reorganization. Assuming the reverse stock split qualifies as a reorganization, other than with respect to any U.S. holder that receives a full share in lieu of a fractional share, a U.S. holder generally will not recognize gain or loss upon the exchange of shares of our common stock for a lesser number of shares of our common stock, based upon the reverse stock split ratio.
A U.S. holder’s aggregate tax basis in the lesser number of shares of our common stock received in the reverse stock split would be the same such U.S. holder’s aggregate tax basis in the shares of our common stock that such U.S. holder owned immediately prior to the reverse stock split. The holding period for the common stock received as a result of a reverse stock split would include the period during which a U.S. holder held the shares of our common stock that were surrendered in the reverse stock split. The United States Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered for the shares of our common stock received pursuant to the reverse stock split. U.S. holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.
As noted above, we would not issue fractional shares in connection with the reverse stock split. Instead, stockholders who would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the reverse stock split ratio would automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share of common stock. The U.S. federal income tax consequences of
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the receipt of such an additional fraction of a share are not clear. A U.S. holder that receives a full share in lieu of a fractional share may be treated as though it received a distribution from us to the extent that the value of the full share exceeds the value of the fractional share the holder otherwise would have received. Such distribution would generally be a dividend to the extent of our current or accumulated earnings and profits. Any amount in excess of earnings and profits would generally reduce the holder’s basis their shares by the amount of such excess. The portion of the full share in excess of the fractional share would generally have a tax basis equal to the amount recognized as a dividend and the holding period for such share would begin on the date of the deemed distribution. Holders are urged to consult their own tax advisors as to the possible tax consequences of receiving an additional fraction of a share in the reverse stock split.
THE FOREGOING IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND DOES NOT CONSTITUTE A TAX OPINION. EACH STOCKHOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.
Interests of Our Directors and Executive Officers
None of our directors or executive officers have any substantial interest, directly or indirectly, in this proposal except to the extent of their ownership of shares of our common stock and/or securities exercisable for shares of our common stock, which shares and securities would be subject to the same proportionate adjustment based on the ratio at which the reverse stock split is implemented as all other issued shares of our common stock and securities exercisable for or convertible into shares of our common stock.
OUR BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 4.
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PROPOSAL 5
THE ADJOURNMENT PROPOSAL
General
In this proposal, we are asking our stockholders to authorize us to adjourn the Annual Meeting to another time and place, if necessary or advisable, to solicit additional proxies if there are not sufficient votes to approve the Reverse Stock Split Proposal at the Annual Meeting. If our stockholders approve this proposal, we could adjourn the Annual Meeting without a vote on the Reverse Stock Split Proposal to solicit additional proxies and/or to seek to convince stockholders to change their votes in favor of such proposal.
If the Annual Meeting is adjourned, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the Annual Meeting or displayed, during the time scheduled for the Annual Meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the Annual Meeting by means of remote communication, which will be at www.virtualshareholdermeeting.com/DARE2024. If the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the Annual Meeting. In addition, if, after the adjournment, a new record date for stockholders entitled to vote is fixed for the adjourned meeting, notice of the adjourned meeting will be given to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

OUR BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 5.
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OTHER MATTERS
As of the time of preparation of this Proxy Statement, we do not know of any matter to be acted upon at the Annual Meeting other than the matters described in this Proxy Statement. If any other matter properly comes before the Annual Meeting, however, the proxy holders will vote the proxies thereon in accordance with the recommendation of our Board.

DELINQUENT SECTION 16(a) REPORTS
Under Section 16(a) of the Exchange Act, so that it is received by us no later than December 29, 2016, which is 120 days prior to the first anniversaryour directors and executive officers, and beneficial owners of the mailing date of this proxy statement. However, if the date of the 2017 Annual Meeting of Stockholders is changed by more than 30 days from10% of our common stock (collectively, “reporting persons”) are required to file reports of ownership of our common stock and changes in such ownership with the date of this year’s meeting, then the deadline is a reasonable time before we begin to print and send our proxy statement for the 2017 Annual Meeting of Stockholders.SEC. Reporting persons also are required by SEC rules set standards for eligibility and specify the typesto furnish us with copies of stockholder proposalsall Section 16(a) forms they file. Based solely on our review of copies of such forms that may be excludedwe have received, or written representations from reporting persons, we believe that all Section 16(a) filing requirements applicable to reporting persons were timely met during 2023.
ANNUAL REPORT
Any person who was a proxy statement.

If a stockholder wishes to propose a nominationbeneficial owner of persons for election to our board of directors or present a proposal at an annual meeting but does not wish to have the proposal considered for inclusion in our proxy statement and proxy card, our amended and restated bylaws establish an advance notice procedure for such nominations and proposals. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors or by a stockholder of recordcommon stock on the record date for the meeting, who is entitledAnnual Meeting may request a copy of our annual report on Form 10-K, including the financial statements and the financial statement schedules, and it will be furnished without charge upon receipt of a written request identifying the person so requesting a report as our stockholder on such record date. Requests should be directed to vote atDaré Bioscience, Inc., Attention: Secretary, 3655 Nobel Drive, Suite 260, San Diego, California 92122.

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Appendix A
Proposed Form of Certificate of Amendment to Restated Certificate of Incorporation, as Amended

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF DARÉ BIOSCIENCE, INC.
Daré Bioscience, Inc. (the “Corporation”), a corporation organized and existing under the meeting and who has delivered timely notice in proper form to our corporate secretaryGeneral Corporation Law of the stockholder’s intentionState of Delaware (the “DGCL”), hereby certifies as follows:
1.This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State on April 15, 2014, as amended by the Certificate of Amendment thereto filed with the Secretary of State on July 19, 2017, by another Certificate of Amendment thereto filed with the Secretary of State on July 19, 2017, and by a Certificate of Amendment thereto filed with the Secretary of State on July 14, 2022 (as amended to bring such business beforedate, the meeting.

The required notice must be“Certificate of Incorporation”).

2.Article FOURTH of the Certificate of Incorporation is hereby amended by adding a second paragraph as follows:
“Effective at [ ] [a.m./p.m.] Eastern Time on [______], 202[_](1) (the “Effective Time”), every [____] [(__)](2) shares of Common Stock issued and outstanding or held by the Corporation in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 daystreasury stock, in each case immediately prior to the first anniversaryEffective Time, shall automatically be combined and reclassified into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided, however, that no fractional shares of Common Stock shall be issued as a result of the preceding year’s annual meeting. However, in the event that the dateReverse Stock Split. In lieu thereof, any holder of Common Stock who would otherwise be entitled to a fractional share of Common Stock created as a result of the annual meeting is advanced by more than 20 days, or delayed by more than 60 days, fromReverse Stock Split (after taking into account all fractional shares otherwise issuable to such holder), following the first anniversaryEffective Time, shall be entitled to receive one (1) whole share of the preceding year’s annual meeting, a stockholder’s notice must be so received no earlier than the 120th dayCommon Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock (an “Old Certificate”) shall thereafter, automatically and without the necessity of presenting the same for exchange, represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined and reclassified, subject to the treatment of fractional shares described above; provided, however, that each holder of record holding an Old Certificate shall receive, upon surrender of such annual meetingcertificate, a new certificate evidencing and not later thanrepresenting the closenumber of businessshares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by the Old Certificate shall have been combined and reclassified, subject to the treatment of fractional shares described above. The Reverse Stock Split shall have no effect on the laternumber of (A)authorized shares of Common Stock, the 90th day prior to such annual meeting and (B)number of authorized shares of Preferred Stock or the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. For stockholder proposals to be brought before the 2017 Annual Meeting of Stockholders, the required notice must be received by our corporate secretary at our principal executive offices no earlier than February 22, 2017 and no later than March 24, 2017.

Stockholder proposals should be addressed to Cerulean Pharma Inc., 35 Gatehouse Drive, Waltham, MA 02451, Attention: Corporate Secretary.


OTHER MATTERS

Our board of directors does not know of any other matters to be brought before the Annual Meeting. If any other matters not mentionedrespective par values per share thereof, in each case as set forth in this proxy statement are properly brought before the meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxyArticle FOURTH.

3.This Certificate of Amendment shall become effective at [ ] [a.m./p.m.] Eastern Time on [ ], 202[ ].
4.This amendment was duly adopted in accordance with their best judgmentthe provisions of Section 242 of the DGCL.
5.All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on those matters.

By Order of the Board of Directors

/s/ Christopher D. T. Guiffre

Christopher D.T. Guiffre

President and Chief Executive Officer

this this___ day of ___________, 202_.
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CERULEAN PHARMA INC.

35 GATEHOUSE DRIVE

WALTHAM, MA 02451

VOTE BY INTERNET - www.proxyvote.com

Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

                                            E10613-P78989

KEEP THIS PORTION FOR YOUR  RECORDS

DETACH AND RETURN THIS PORTION  ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

CERULEAN PHARMA INC.

The Board of Directors recommends you vote FOR the following proposals:

1.

Election of Directors

Nominees:

For

Withhold

1a.    Alan L. Crane

¨

¨

1b.    David R. Parkinson

¨

¨

1c.    David R. Walt

¨

¨

For

Against

Abstain

2.

To ratify the selection of Deloitte & Touche LLP as Cerulean Pharma Inc.’s independent auditors for the fiscal year ending December 31, 2016.

¨

¨

¨

NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

Please indicate if you plan to attend this meeting.

¨

¨

Yes

No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Daré Bioscience, Inc.

  Signature [PLEASE SIGN WITHIN BOX]

  Date

  Signature (Joint Owners)

  Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement, Form 10-K and Letter to Stockholders are available at www.proxyvote.com.

E10613-P78989

By:

CERULEAN PHARMA INC.

Annual Meeting of Stockholders

June 22, 2016 9:30 AM Eastern Time

This proxy is solicited by the Board of Directors

The stockholder(s) hereby appoint(s) Christopher D. T. Guiffre, Gregg D. Beloff and Alejandra V. Carvajal, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of CERULEAN PHARMA INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:30 AM, Eastern Time, on June 22, 2016, at the company’s offices, 35 Gatehouse Drive, Waltham, MA 02451, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

Name:

Address Changes/Comments:

Title:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side


(1) By approving the Reverse Stock Split Proposal, the stockholders of the Corporation are authorizing the Board to determine, in its sole discretion, whether to implement a reverse stock split described in the Reverse Split Proposal and the time and date on which to effect such a reverse stock split, if any; provided, however, that such time and date are after stockholder approval of the Reverse Stock Split Proposal and at or before 11:59 p.m. Eastern Time on June 4, 2025. The Certificate of Amendment filed with the Secretary of State of the State of Delaware, if any, will set forth such time and date approved by the Board in the event the Board elects, at its sole discretion, to implement a reverse stock split described in the Reverse Split Proposal.
(2) By approving the Reverse Stock Split Proposal, the stockholders of the Corporation are approving the combination of any whole number of shares of Common Stock between and including two (2) and twelve (12) into one (1) share of Common Stock, with such whole number to be determined by the Board in its sole discretion. The Certificate of Amendment filed with the Secretary of State of the State of Delaware, if any, would set forth such number between and including two (2) and twelve (12) approved by the Board.
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