Yarrow Bioscience, Inc DEF 14A, filed Nov 12, 2025
Yarrow Bioscience, Inc. (YARW)
DEF 14A
2025-11-12
For: 2025-12-12
View Original
Added on
June 12, 2026
About this DEF 14A
Yarrow Bioscience, Inc filed this DEF 14A on November 12, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934
Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Under §240.14a-12
(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):
☒
No fee required
☐
Fee paid previously with preliminary materials
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
VYNE THERAPEUTICS INC.
P.O. Box 125
Stewartsville, NJ 08886
P.O. Box 125
Stewartsville, NJ 08886
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 12, 2025
TO BE HELD ON DECEMBER 12, 2025
To the Stockholders of VYNE Therapeutics Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of VYNE Therapeutics Inc., a Delaware corporation (the “Company”), will be held on December 12, 2025, at 10:00 a.m. local time, at 1 Crossroads Dr., Suite 201, Bedminster, NJ 07921, for the following purposes:
1.
To elect the two nominees named herein as Class I directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected;
2.
To ratify the selection by the Audit Committee of the Company’s Board of Directors of Baker Tilly US, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;
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To approve, on an advisory basis, the compensation of the Company’s named executive officers (“NEOs”), as disclosed in this Proxy Statement (this “Proxy Statement”); and
4.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on November 6, 2025 (the “Record Date”) can vote at this meeting or any adjournments that take place.
By order of the Board of Directors,
David Domzalski
President and Chief Executive Officer
President and Chief Executive Officer
Bridgewater, New Jersey
November 12, 2025
November 12, 2025
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Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on December 12, 2025 at 1 Crossroads Dr., Suite 201, Bedminster, NJ 07921.
The proxy statement and annual report to stockholders
are available at https://vynetherapeutics.com/investors-media/filings-financials/. |
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YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024, AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN THE “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” SECTION IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
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VYNE THERAPEUTICS INC.
P.O. Box 125
Stewartsville, NJ 08886
P.O. Box 125
Stewartsville, NJ 08886
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 12, 2025
TO BE HELD ON DECEMBER 12, 2025
We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors (the “Board”) of VYNE Therapeutics Inc. (referred to herein as the “Company”, “VYNE”, “we”, “us” or “our”) is soliciting your proxy to vote at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on December 12, 2025, at 10:00 a.m. local time, at 1 Crossroads Dr., Suite 201, Bedminster NJ 07921.
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This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
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The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We have also retained D.F. King & Co., LLC (“D.F. King”) to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
The only outstanding voting securities of VYNE are shares of common stock, $0.0001 par value per share (the “common stock”), of which there were 33,286,422 shares outstanding as of the Record Date (excluding any treasury shares). The holders of one-third of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the Annual Meeting.
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INFORMATION ABOUT THE PROXY PROCESS AND VOTING
Why am I receiving these materials?
We have delivered this Proxy Statement and Proxy Card to you because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below to submit your proxy over the telephone or on the internet.
We intend to mail this Proxy Statement, the Notice of Annual Meeting and accompanying Proxy Card on or about November 12, 2025 to all stockholders of record entitled to vote at the Annual Meeting.
Who can vote at the Annual Meeting?
Only stockholders at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 33,286,422 shares of common stock issued and outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote early. Whether or not you plan to attend the Annual Meeting, we encourage you to fill out and return the enclosed Proxy Card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being 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 a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid Proxy Card from your broker or other agent.
Will a list of stockholders entitled to vote at the Annual Meeting be available?
Our list of stockholders as of the Record Date will be available for inspection for the 10 days prior to the Annual Meeting. If you want to inspect the stockholder list, call our office at (800) 775-7936 to speak with our Investor Relations department to schedule an appointment. In addition, the list of stockholders will also be available during the Annual Meeting for those stockholders who choose to attend.
What am I being asked to vote on?
You are being asked to vote on three proposals:
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Proposal 1 — the election of two Class I directors to hold office until our 2028 annual meeting of stockholders;
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Proposal 2 — the ratification of the selection, by the Audit Committee of our Board, of Baker Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm for the year ending December 31, 2025; and
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Proposal 3 — the approval, on an advisory basis, of the compensation of the Company’s NEOs, as disclosed in this Proxy Statement.
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In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
How do I vote?
For Proposal 1, you may either vote “For” all of the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For the other matters to be voted on, you may vote “For,” “Against” or abstain from voting.
Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.
The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in person at the Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet or by telephone. Whether or not you plan to attend the Annual Meeting, we encourage you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote in person. In such case, your previously submitted proxy will be disregarded.
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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
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To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.
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To vote by proxy over the internet, follow the instructions provided on the Proxy Card. You will be asked to provide the company number and Control Number on the enclosed proxy card. Your internet vote must be received by 11:59 P.M. ET on December 11, 2025 to be counted.
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To vote by telephone, you may vote by proxy by calling the toll-free number found on the Proxy Card. You will be asked to provide the company number and Control Number from the enclosed proxy card. Your telephone vote must be received by 11:59 P.M. ET on December 11, 2025 to be counted.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.
We also 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.
Who counts the votes?
Broadridge Financial Solutions (“Broadridge”) has been engaged as our independent agent to tabulate stockholder votes. If you are a stockholder of record, your executed Proxy Card will be returned directly to
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Broadridge for tabulation. As noted above, if you hold your shares through a broker, Broadridge will tabulate all returned votes on behalf of your broker.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the annual meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (“NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), NEO compensation (including any advisory stockholder votes on NEO compensation and on the frequency of stockholder votes on NEO compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal Nos. 1 and 3 in the absence of your voting instructions but may vote your shares on Proposal No. 2 even in the absence of your instruction.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all nominees for director, “For” the ratification of Baker Tilly as the independent auditor for the year ending December 31, 2025, and “For” the approval, on an advisory basis, of the compensation of our NEOs as disclosed in this Proxy Statement. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”
How many votes are needed to approve each proposal and how are votes counted?
The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes. Votes will be counted by the inspection of elections appointed for the Annual Meeting.
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Proposal Number and Description
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Vote Required for Approval
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Effect of
Abstentions |
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Effect of Broker
Non-Votes |
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1.
Election of directors
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| | The two nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. | | |
No effect
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| | No effect | |
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2.
Ratification of the appointment of Baker Tilly as our independent registered public accounting firm for the year ending December 31, 2025(1)
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| | The vote of a majority of the shares of our common stock cast affirmatively or negatively at the Annual Meeting. | | |
No effect
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Brokers have
discretion to vote |
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3.
Non-binding advisory approval of the compensation of our NEOs(2)
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| | The vote of a majority of the shares of our common stock cast affirmatively or negatively at the Annual Meeting. | | |
No effect
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| | No effect | |
(1)
This proposal is considered a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on this proposal. We do not expect there to be broker-non votes on this matter.
(2)
As this is an advisory vote, the result will not be binding on our Board. However, our Board values our stockholders’ opinions, and our Board and the Compensation Committee will take into account the outcome of the advisory vote when considering future NEO compensation decisions.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. We have retained D.F. King to perform proxy solicitation services for us, which involves conducting a bank/ broker search, distributing proxy solicitation materials to stockholders, providing information to stockholders from the materials, and soliciting proxies by mail, courier, telephone, facsimile and e-mail. We will pay a fee in the amount of $11,000 to D.F. King, plus out-of-pocket expenses for these services.
If you have any questions or require any assistance with voting your shares, please contact D.F. King at:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers, Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 488-8095
Email: VYNE@dfking.com
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers, Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 488-8095
Email: VYNE@dfking.com
In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:
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You may submit another properly completed proxy with a later date.
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You may send a written notice that you are revoking your proxy to our Corporate Secretary at P.O. Box 125, Stewartsville, NJ 08886.
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You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.
When are stockholder proposals due for next year’s Annual Meeting?
Stockholders intending to present a proposal at the 2025 annual meeting of stockholders for inclusion in our proxy statement for that meeting pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) must submit the proposal to our Corporate Secretary at P.O. Box 125, Stewartsville, NJ 08886. Such proposals must comply with the requirements of Rule 14a-8 of the Exchange Act and must be received by the Company no later than July 15, 2026, unless the date of our 2026 annual meeting of stockholders is held more than 30 days before or after the one-year anniversary of the preceding year’s annual meeting, in which case the proposal must be received a reasonable time before we begin to print and send proxy materials for the 2026 Annual Meeting.
In addition, our bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting when such matter is not submitted for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act. Generally, notice of a nomination or proposal not submitted pursuant to Rule 14a-8 must be delivered to, or mailed and received at, our principal executive offices not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting. Accordingly, for our 2026 annual meeting of stockholders, notice of a nomination or proposal must be delivered to us no earlier than August 14, 2026 and no later than September 13, 2026. If the date of the annual meeting, however, is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered, or mailed and received not later than the later of the 90th day prior to such annual meeting or the 10th day following the day on which public disclosure of the date of such meeting is first made. Further updates and supplements to such notice may be required at the times, and in the forms, required under our bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. We may refuse to acknowledge any stockholder proposal not made in compliance with the foregoing procedures.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. The presence at the meeting, in person or by proxy, of the holders of at least one-third of all issued and outstanding shares of common stock entitled to vote on the Record Date will constitute a quorum. On the Record Date, there were 33,286,422 outstanding shares of common stock. The presence of the holders of at least 11,095,474 shares of common stock will be required to establish a quorum.
Your shares will be counted toward the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions will be counted toward the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person, or by remote communication, if applicable, or represented by proxy, may adjourn the Annual Meeting to another time or place.
How can I find out the results of the voting at the Annual Meeting?
Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.
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What proxy materials are available on the internet?
The proxy statement and annual report to stockholders are available at https://vynetherapeutics.com/ investors-media/filings-financials/.
Attending the Annual Meeting
The Annual Meeting will be held on December 12, 2025 at 1 Crossroads Dr., Suite 201, Bedminster, NJ 07921 and will begin promptly at 10:00 a.m. local time.
STOCKHOLDERS OF RECORD MUST BRING A FORM OF PHOTO IDENTIFICATION SO THEIR SHARE OWNERSHIP CAN BE VERIFIED. A BENEFICIAL OWNER HOLDING SHARES IN “STREET NAME” MUST ALSO BRING AN ACCOUNT STATEMENT OR LETTER FROM HIS OR HER BANK OR BROKERAGE FIRM SHOWING THAT HE OR SHE BENEFICIALLY OWNS SHARES AS OF THE CLOSE OF BUSINESS ON THE RECORD DATE, ALONG WITH A FORM OF PHOTO IDENTIFICATION. STOCKHOLDERS WISHING TO VOTE THEIR SHARES IN PERSON AT THE ANNUAL MEETING MUST ALSO BRING THEIR 16-DIGIT CONTROL NUMBER INCLUDED ON THEIR PROXY CARD.
YOUR VOTE IS IMPORTANT AND WE STRONGLY ENCOURAGE YOU TO VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board is divided into three classes. Each class has a staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.
The Board currently consists of five seated directors, divided into the three following classes:
Class I directors: Elisabeth Sandoval Little and Steven Basta, whose current terms will expire at the Annual Meeting;
Class II director: Sharon Barbari, whose current term will expire at the annual meeting of stockholders to be held in 2026; and
Class III directors: David Domzalski and Patrick LePore, whose current terms will expire at the annual meeting of stockholders to be held in 2027.
Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board on an annual basis the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, considers a variety of factors, as discussed elsewhere in this Proxy Statement. See “Corporate Governance — Committees of the Board — Nominating and Corporate Governance Committee.”
Class I Director Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting
Ms. Sandoval Little and Mr. Basta have been nominated to serve as Class I directors and have agreed to stand for election. Each of Ms. Sandoval Little and Mr. Basta, if elected, will hold office from the date of his or her election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until his or her earlier death, resignation or removal. Ms. Sandoval Little and Mr. Basta are currently directors of the Company and were previously elected by the stockholders. The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement.
Steven Basta, age 60, served as our President and Chief Executive Officer from September 2015 until the closing of the merger between the Company (which was formerly known as Menlo Therapeutics Inc. (“Menlo”)) and Foamix Pharmaceuticals Ltd. (“Foamix”) in March 2020 (the “Merger”) and has served as a member of our Board since September 2015. Mr. Basta has served as the President and Chief Executive Officer and a member of the Board of Directors of Phathom Pharmaceuticals, Inc. since April 2025. From September 2023 until April 2025, Mr. Basta served as the Chief Executive Officer of SaNOtize Research and Development Corp., a privately held company. From December 2020 until October 2022, Mr. Basta served as the Chief Executive Officer of Mahana Therapeutics, a privately held digital therapeutics company. From 2011 to 2015, Mr. Basta served as Chief Executive Officer of AlterG, a privately held medical device company. From 2002 to 2010, Mr. Basta served as Chief Executive Officer of BioForm Medical, a publicly held medical aesthetics company acquired by Merz, and from 2010 to 2011 served as Chief Executive Officer of its successor Merz Aesthetics. He has served on the board of DermBiont, Inc., a privately held pharmaceutical company, since 2020. Mr. Basta has served as chairman of the board of directors of Illumisonics, a privately held company, since November 2023. Mr. Basta served as a director of the publicly held company Viveve Medical from 2018 until March 2023, including as Chairman of the Board beginning in January 2019. Mr. Basta received a B.A. from The Johns Hopkins University and an M.B.A. from the
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Kellogg Graduate School of Management at Northwestern University. We believe Mr. Basta is qualified to serve on our Board because of his extensive experience in leadership and management roles at various life sciences companies.
Elisabeth Sandoval Little, age 63, has served on our Board since March 2019. Ms. Sandoval Little currently serves as a consultant to the pharmaceutical industry. From 2016 to 2019, she served as the Chief Commercial Officer and Executive Vice President of Corporate Strategy for Alder Biopharmaceuticals, a publicly held biopharmaceutical company. From 2012 to 2015, Ms. Sandoval Little was Chief Commercial Officer for KYTHERA Biopharmaceuticals until KYTHERA’s acquisition by Allergan. Ms. Sandoval Little previously served as Vice President of Marketing for Bausch and Lomb Surgical and Vice President of Global Marketing at Allergan with responsibility for the Medical Aesthetics division. She spent over 20 years at Allergan in sales and marketing leadership roles in the specialties of dermatology, neurology, and aesthetics. Ms. Sandoval Little began her career in research and development at Johnson & Johnson’s Ethicon division. Ms. Sandoval Little currently serves on the board of directors of the publicly held company PROCEPT BioRobotics Corporation and previously served on the board of directors of the publicly held company Satsuma Pharmaceuticals from May 2019 until June 2023 and the publicly held company Intersect ENT, Inc. from April 2021 until its acquisition by Medtronic plc in May 2022. She holds an M.B.A. from Pepperdine University and a B.S. in biology from the University of California, Irvine. We believe that Ms. Sandoval Little is qualified to serve on our Board because of her extensive background working in the dermatology industry and her experience in strategic planning, business transactions, sales operations and executive leadership.
Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named above. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that either nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NAMED DIRECTOR NOMINEES.
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Set forth below is biographical information for each director whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.
Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
Sharon Barbari, age 71, has served on our Board since the closing of the Merger, having previously served as a director of Foamix since January 2019. From 2004 to 2017, Ms. Barbari served as Chief Financial Officer at Cytokinetics. From 2002 to 2004, she served as Chief Financial Officer and Senior Vice President of Finance and Administration at InterMune. From 1998 to 2002, she served in senior financial roles at Gilead Sciences, including as Chief Financial Officer. Ms. Barbari was also employed as Vice President of Strategic Planning at Foote, Cone & Belding Healthcare. She began her career at Syntex Corporation/Roche Pharmaceuticals, where she held various roles of increasing responsibility from 1972 to 1996. Ms. Barbari served on the board of directors of the publicly held company Agile Therapeutics from June 2020 until its merger with Exeltis Project, Inc., a U.S. subsidiary of Insud Pharma, S.L., in August 2024. She previously was a board member for the Association of Bioscience Finance Officers Northern California Chapter, Phytogen Life Sciences and Sonoma Pharmaceuticals. In 2017, Ms. Barbari was a recipient of the YWCA Silicon Valley Tribute to Women Awards. She received her B.S. in accounting from San Jose State University. We believe Ms. Barbari is qualified to serve on our Board because of her financial executive and leadership roles in various biotechnology and pharmaceutical companies.
Class III Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
David Domzalski, age 59, has served as our President and Chief Executive Officer and as a director since March 2020. From 2017 until the March 2020 closing of the Merger, Mr. Domzalski served as the Chief Executive Officer of Foamix. He also served as a director of Foamix from 2018 to the closing of the Merger. Mr. Domzalski’s tenure with Foamix began in 2014 when he served as President of its U.S. subsidiary. From 2009 to 2013, Mr. Domzalski was the Vice President of Sales and Marketing at LEO Pharma, Inc. Mr. Domzalski holds a B.A. in economics and political science from Muhlenberg College in Allentown, Pennsylvania. We believe Mr. Domzalski is qualified to serve on our Board given his leadership position with our company, and his extensive experience in operating and leadership roles in the pharmaceutical industry.
Patrick LePore, age 70, has served on our Board since September 2020 and was appointed as our lead independent director in February 2021. Mr. LePore served as Chairman, Chief Executive Officer and President of the publicly held company Par Pharmaceutical Companies, Inc. from 2006 until its acquisition by private equity investor TPG Capital in 2012. He remained as chairman of the new company where he led the sale of the company to Endo Pharmaceuticals in 2015. Mr. LePore began his career with Hoffmann-LaRoche. He later founded Boron, LePore & Associates, a medical communications company, which he took public in 1997 and which was eventually sold to Cardinal Health. Within the past five years, Mr. LePore served as Chairman of the Board of the publicly held pharmaceutical company Lannett Company, Inc and as a director of the publicly held companies Matinas BioPharma Holdings, Inc., PharMerica Corporation and Innoviva, Inc. He also previously served as a trustee of Villanova University, from which he holds a bachelor’s degree. He holds a Master of Business Administration from Farleigh Dickinson University. We believe Mr. LePore is qualified to serve on our Board given his extensive experience as a senior level executive and board member for several companies in the pharmaceutical sector.
10
CORPORATE GOVERNANCE
Corporate Governance Guidelines
The Board has documented our governance practices in our corporate governance guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The corporate governance guidelines set forth certain practices the Board will follow with respect to Board composition, Board committees, Board nomination, director qualifications and evaluation of the Board and committees. The corporate governance guidelines and the charter for each committee of the Board is available on our website at www.vynetherapeutics.com.
Independence of the Board and its Committees
Under the rules of the Nasdaq Stock Market LLC, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.
Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s 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.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended. 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 or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. We currently satisfy the audit committee independence requirements of Rule 10A-3. Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.
Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our Board determined that each of our directors, except for Mr. Domzalski, are an “independent director” as defined under the applicable rules and regulations of the SEC, and the listing requirements and rules of Nasdaq.
Leadership Structure of the Board
Our amended and restated bylaws and corporate governance guidelines provide our Board with flexibility to designate the position of Chairman of the Board, and if so, to combine or separate the positions of Chairman of the Board and Chief Executive Officer, or to appoint a lead director in accordance with its determination that utilizing a particular structure would be in the best interests of the Company.
Our Nominating and Corporate Governance Committee evaluated our leadership structure in 2021 and subsequently recommended that the Board appoint a lead independent director. Following such recommendation and a discussion by the full Board, our Board appointed Patrick LePore as lead independent director in February 2021. The Board determined that the appointment of a lead independent director is in the best interests of the Company and its stockholders as it strengthens the Board’s independence and commitment to strong governance practices.
Role of Board in Risk Oversight Process
Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at
11
regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.
Meetings of the Board
The Board met 6 times during the fiscal year ended December 31, 2024. The Audit Committee met four times, the Compensation Committee met twice, and the Nominating and Corporate Governance Committee met once. Each member of the Board attended at least 75% of the aggregate number of meetings of our Board and each committee on which such director serves. In addition, it is the Company’s policy to encourage directors to attend the annual meeting of stockholders. All of our directors as of the date of the 2024 annual meeting of stockholders attended such meeting.
12
COMMITTEES OF THE BOARD
The Board has a standing Audit Committee, Compensation Committee and a Nominating and Corporate Governance Committee. The Board may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below.
|
Name
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and
Corporate Governance |
| |||||||||
|
David Domzalski
|
| | | | — | | | | |
|
—
|
| | | |
|
—
|
| |
|
Sharon Barbari
|
| | |
|
X(1)
|
| | | |
|
X
|
| | | |
|
X
|
| |
|
Steven Basta
|
| | |
|
X
|
| | | |
|
—
|
| | | |
|
—
|
| |
|
Patrick LePore
|
| | | | — | | | | |
|
—
|
| | | |
|
X(1)
|
| |
|
Elisabeth Sandoval Little
|
| | | | X | | | | | | X(1) | | | | | | — | | |
(1)
Committee Chairperson
Below is a description of each committee of the Board.
Audit Committee
Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit Committee:
•
appoints our independent registered public accounting firm;
•
evaluates the independent registered public accounting firm’s qualifications, independence and performance;
•
determines the engagement of the independent registered public accounting firm;
•
reviews and approves the scope of the annual audit and the audit fee;
•
discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;
•
approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
•
monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;
•
is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;
•
reviews our critical accounting policies and estimates; and
•
reviews the Audit Committee charter and the committee’s performance at least annually.
The current members of our Audit Committee are Mses. Barbari and Sandoval Little and Mr. Basta, with Ms. Barbari serving as chairperson of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our Board has determined that each of Ms. Barbari and Mr. Basta qualifies as an audit committee financial expert under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the Audit Committee must also meet heightened independence standards. Our Board has determined that Mses. Barbari and Sandoval Little and Mr. Basta are independent under the applicable rules of the SEC and Nasdaq.
The Audit Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the rules of the SEC and Nasdaq.
13
Compensation Committee
Our Compensation Committee oversees policies and makes determinations relating to compensation and benefits of our current and prospective officers, directors and employees. The Compensation Committee periodically evaluates the performance of our Company, and where appropriate, our officers, in light of the goals and objectives it has established, and determines and approves, or may recommend to the Board to approve, the bonus award, if any, payable to these officers. The Compensation Committee may establish compensation and make bonus awards to our chief executive officer directly or may make recommendations to the Board regarding compensation and bonus awards payable to our chief executive officer. Our Compensation Committee also reviews director compensation and makes recommendations to the Board regarding director compensation. The Compensation Committee also reviews and approves or makes recommendations to our Board regarding the issuance of stock options and other awards under our stock plans. The Compensation Committee will periodically review and evaluate the performance of the Compensation Committee and its members, including compliance by the Compensation Committee with its charter.
The current members of our Compensation Committee are Mses. Barbari and Sandoval Little, with Ms. Sandoval Little serving as the chairperson of the committee. Our Board has determined that each of Mses. Barbari and Sandoval Little is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.
Our executive officers submit proposals to the Board and the Compensation Committee regarding our executive compensation. Our Chief Executive Officer also annually reviews the performance of each executive officer and makes recommendations regarding their compensation. The Compensation Committee considers those recommendations in determining base salaries, adjustments to base salaries, annual cash bonus program targets and awards and equity awards, if any, for the executive officers and other members of senior management.
The Compensation Committee has evaluated the independence of its compensation consultant, considering the independence factors specified in the listing requirements of Nasdaq and concluded that their work for the Compensation Committee does not raise any conflicts of interest.
The Compensation Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the rules of the SEC and Nasdaq.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters.
The current members of our Nominating and Corporate Governance Committee are Mr. Lepore and Ms. Barbari, with Mr. Lepore serving as the chairperson of the committee. Our Board has determined that each of Ms. Barbari and Mr. LePore is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence.
The Nominating and Corporate Governance Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the SEC and Nasdaq.
Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including:
•
the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company;
14
•
the candidate’s experience as a board member of another publicly held company;
•
the candidate’s professional and academic experience relevant to our industry;
•
the strength of the candidate’s leadership skills;
•
the candidate’s experience in finance and accounting and/or executive compensation practices; and
•
whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable.
Currently, our Nominating and Corporate Governance Committee and Board evaluate each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these areas. The Nominating and Corporate Governance Committee will consider individuals who are properly proposed by stockholders to serve on the Board in accordance with laws and regulations established by the SEC and the Nasdaq listing requirements, our bylaws and applicable corporate law, and make recommendations to the Board regarding such individuals based on the established criteria for members of our Board. The Nominating and Corporate Governance Committee may consider in the future whether we should adopt a more formal policy regarding stockholder nominations.
For a stockholder to make any nomination for election to the Board at an annual meeting, the stockholder must provide us with notice, which notice must be delivered to, or mailed and received at, our principal executive offices not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, the stockholder’s notice must be delivered, or mailed and received, not later than 90 days prior to the date of the annual meeting or, if later, the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times, and in the forms, required under our bylaws. As set forth in our bylaws, submissions must include the name and address of the proposed nominee, information regarding the proposed nominee that is required to be disclosed in a proxy statement or other filings in a contested election pursuant to Section 14(a) under the Exchange Act, information regarding the proposed nominee’s indirect and direct interests in shares of our common stock, and a completed and signed questionnaire, representation and agreement of the proposed nominee. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, which is available, without charge, from our corporate secretary, at P.O. Box 125, Stewartsville, NJ 08886. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.
Compensation Committee Interlocks and Insider Participation
As noted above, our Compensation Committee consists of Mses. Barbari and Sandoval Little. None of the members of our Compensation Committee is or has at any time been one of our officers or employees. None of our executive officers currently serves or in the past year has served as a member of the Board or Compensation Committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.
Prohibition on Margin Accounts and Hedging and Similar Transactions
Our employees and directors are subject to an insider trading policy that, among other things, prohibits them from holding our securities in a margin account or pledging our securities as collateral for a loan. In addition, our insider trading policy prohibits employees and directors from engaging in put or call options, short selling, or similar hedging activities involving our stock. We prohibit these transactions because they may reduce the individual’s incentive to improve our performance, focus the individual on short-term performance at the expense of long-term objectives, and misalign the individual’s interests with those of our stockholders generally.
15
Stockholder Communications with the Board
The Board will consider any written or electronic communication from our stockholders to the Board, a committee of the Board or any individual director. Any stockholder who wishes to communicate to the Board, a committee of the Board or any individual director should submit written or electronic communications to our corporate secretary at our principal executive offices, which shall include contact information for such stockholder. All communications from stockholders received shall be forwarded by our secretary to the Board, a committee of the Board or an individual director, as appropriate, on a periodic basis, but in any event no later than the Board’s next scheduled meeting. The Board, a committee of the Board, or individual directors, as appropriate, will consider and review carefully any communications from stockholders forwarded by our secretary.
16
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Policies and Procedures for Related Party Transactions
Our Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including without limitation purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee considers all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction.
Certain Related Party Transactions
The following is a description of transactions during our last two fiscal years to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.
Director and Executive Officer Compensation
Please see “Director Compensation” and “Executive Compensation” for information regarding the compensation of our directors and executive officers.
Employment Agreements
We have entered into employment agreements with our executive officers. For more information regarding these agreements, see “Executive Compensation — Narrative to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End.”
Indemnification Agreements and Directors’ and Officers’ Liability Insurance
We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to, among other things, indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. We have obtained an insurance policy that insures our directors and officers against certain liabilities, including liabilities arising under applicable securities laws.
17
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
ACCOUNTING FIRM
The Audit Committee of our Board has engaged Baker Tilly as our independent registered public accounting firm for the year ending December 31, 2025, and is seeking ratification of such selection by our stockholders at the Annual Meeting. Baker Tilly has audited the Company’s financial statements since 2022. Representatives of Baker Tilly 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.
Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Baker Tilly as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Baker Tilly to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Baker Tilly. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.
Principal Accountant Fees and Services
Baker Tilly US, LLP served as our principal independent registered public accounting firm for the years ended December 31, 2024 and 2023. The following table provides information regarding fees paid by us to Baker Tilly US, LLP and BTI network firms (Baker Tilly Israel) for the years ended December 31, 2024 and 2023:
| | | |
Fiscal year ended December 31,
|
| |||||||||
|
(in thousands)
|
| |
2024
|
| |
2023
|
| ||||||
|
Audit fees(1)
|
| | | $ | 359 | | | | | $ | 379 | | |
|
Tax fees(2)
|
| | | | 4 | | | | | | 16 | | |
|
Total Fees
|
| | | $ | 363 | | | | | $ | 395 | | |
(1)
Includes professional services rendered in connection with the audit of our annual financial statements, the review of our interim financial statements and fees for registration statements, comfort letters and statutory audits.
(2)
Includes professional services rendered for tax compliance services.
Pre-Approval Policies and Procedures
Our audit committee’s specific responsibilities in carrying out its oversight of the quality and integrity of our accounting, auditing and reporting practices include the approval of audit and non-audit services to be provided by the external auditor. The audit committee pre-approves all non-audit services provided to us by our independent registered public accounting firm.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BAKER TILLY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025.
18
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board. The Audit Committee’s functions are more fully described in its charter, which is available on our website at https://vynetherapeutics.com/investors-media/corporate-goverance/. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management VYNE’s audited financial statements as of and for the year ended December 31, 2024.
The Audit Committee has discussed with Baker Tilly, the Company’s independent registered public accounting firm for the year ended December 31, 2024, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee discussed with Baker Tilly their independence and received from Baker Tilly the written disclosures and the letter required by applicable requirements of the PCAOB. Finally, the Audit Committee discussed with Baker Tilly, with and without management present, the scope and results of Baker Tilly’s audit of such financial statements.
Based on these reviews and discussions, the Audit Committee has recommended to our Board that such audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. The Audit Committee also has selected Baker Tilly as our independent registered public accounting firm for the fiscal year ending December 31, 2025 and is seeking ratification of such selection by the stockholders.
Audit Committee
Sharon Barbari, Chair
Steven Basta
Elisabeth Sandoval Little
The foregoing report of the Audit Committee does not constitute soliciting material and is not to be deemed filed or incorporated by reference into any filing of VYNE Therapeutics Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent VYNE Therapeutics Inc. specifically incorporates such report by reference therein.
19
PROPOSAL NO. 3
ADVISORY VOTE ON NEO COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s NEOs as disclosed in this Proxy Statement in accordance with SEC rules. This advisory (non-binding) vote is commonly referred to as a “say-on-pay” vote.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s NEOs and the policies and practices described in this Proxy Statement. The compensation of the Company’s NEOs subject to the say-on-pay vote is disclosed in the compensation tables and the related narrative disclosures that accompany the compensation tables contained in the “Executive Compensation” section of this Proxy Statement. As described in those disclosures, the Company believes that its compensation policies and decisions are strongly aligned with our stockholders’ interests and consistent with current market practices. Compensation of the Company’s NEOs is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment.
Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company’s NEOs as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and any related narrative disclosures that accompany the compensation tables in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders, is hereby APPROVED.”
Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE COMPENSATION OF THE COMPANY’S NEOS.
20
EXECUTIVE OFFICERS
The following table sets forth information regarding our current executive officers as of the date of this Proxy Statement:
|
Name
|
| |
Age
|
| |
Position(s)
|
|
| David Domzalski | | |
59
|
| | Chief Executive Officer, President and Director | |
| Tyler Zeronda | | |
39
|
| | Chief Financial Officer and Treasurer | |
| Mutya Harsch | | |
51
|
| |
Chief Legal Officer, General Counsel and Secretary
|
|
| Iain Stuart | | |
52
|
| | Chief Scientific Officer | |
Tyler Zeronda was appointed as the Company’s Chief Financial Officer and Treasurer in March 2022 and previously served as Interim Chief Financial Officer and Treasurer since June 2021. Mr. Zeronda previously served as Vice President of Finance of the Company from March 2020 until his appointment as Interim CFO. Mr. Zeronda joined Foamix in April 2019 and has been responsible for all finance activities related to the commercial operations, financial planning, treasury, risk management and supply chain matters of VYNE. From April 2013 until April 2019, Mr. Zeronda held positions of increasing responsibility in finance at Aerie Pharmaceuticals Inc., culminating in his role as Director of Finance. Prior to joining Aerie, Mr. Zeronda was employed at Ernst & Young, LLP where he focused on assurance services in the healthcare industry. Mr. Zeronda received his M.S. in accounting from the University of Virginia, holds a B.A. from Lafayette College and is a licensed CPA.
Mutya Harsch has served as the Company’s Chief Legal Officer, General Counsel and Secretary since March 2020. From January 2019 until March 2020, Ms. Harsch served as the General Counsel and Chief Legal Officer of Foamix. She previously served as Foamix’s General Counsel and Senior Vice President of Legal Affairs from January 2018 to January 2019. In addition, Ms. Harsch served on the board of directors of Satsuma Pharmaceuticals Inc. from October 2021 until June 2023. Ms. Harsch has over 20 years of legal experience, previously holding positions as Special Counsel, Mergers & Acquisitions at Cooley LLP from 2015 to 2017 and as a corporate lawyer at Davis Polk & Wardwell from 2005 to 2015. Ms. Harsch received her J.D. and B.A. from the University of California at Berkeley.
Iain Stuart, Ph.D. has served as the Company’s Chief Scientific Officer since March 2020. From January 2019 until March 2020, Dr. Stuart served as the Chief Scientific Officer of Foamix. Dr. Stuart previously served as Foamix’s Senior Vice President of Research & Development from August 2017 to January 2019 and as Vice President of Clinical Development from October 2016 to 2017. Prior to joining Foamix, Dr. Stuart held several positions, including Director of Preclinical Development, Vice President of R&D Project Management and Vice President of Medical Strategy and Scientific Affairs, at LEO Pharma, Inc. Dr. Stuart holds a BSc (Hons, 1st class) and Ph.D. in Chemistry from Glasgow Caledonian University, Scotland. Dr. Stuart was also a post-doctoral fellow in the Strathclyde Institute of Pharmacy and Biomedical Sciences, University of Strathclyde, Scotland.
21
EXECUTIVE COMPENSATION
The following is a discussion of the compensation arrangements of our named executive officers (“NEOs”). As a smaller reporting company as defined under SEC rules, we have elected to comply with the scaled disclosure requirements applicable to such companies.
Our NEOs for the year ended December 31, 2024 were:
•
David Domzalski, President and Chief Executive Officer;
•
Iain Stuart, Chief Scientific Officer; and
•
Mutya Harsch, Chief Legal Officer, General Counsel and Secretary.
Summary Compensation Table
The following table sets forth information regarding compensation earned with respect to the years ended December 31, 2024 and 2023 by our NEOs.
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Non-equity
Incentive Compensation ($)(1) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($)(2) |
| |
All Other
Compensation ($)(3) |
| |
Total
Compensation ($) |
| ||||||||||||||||||||||||
|
David Domzalski
President and Chief Executive Officer |
| | | | 2024 | | | | | | 637,560 | | | | | | — | | | | | | 361,497 | | | | | | 524,250 | | | | | | 436,500 | | | | | | 13,800 | | | | | | 1,973,607 | | |
| | | | 2023 | | | | | | 637,560 | | | | | | 382,536 | | | | | | 573,804 | | | | | | 607,500 | | | | | | 501,750 | | | | | | 13,200 | | | | | | 2,716,350 | | | ||
|
Iain Stuart
Chief Scientific Officer |
| | | | 2024 | | | | | | 455,555 | | | | | | — | | | | | | 172,200 | | | | | | 145,625 | | | | | | 121,250 | | | | | | 13,800 | | | | | | 908,430 | | |
| | | | 2023 | | | | | | 421,811 | | | | | | 168,724 | | | | | | 253,086 | | | | | | 168,750 | | | | | | 139,375 | | | | | | 13,200 | | | | | | 1,164,946 | | | ||
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Mutya Harsch
Chief Legal Officer, General Counsel and Secretary |
| | | | 2024 | | | | | | 443,280 | | | | | | — | | | | | | 167,560 | | | | | | 145,625 | | | | | | 121,250 | | | | | | 13,800 | | | | | | 891,515 | | |
| | | | 2023 | | | | | | 382,594 | | | | | | 168,869 | | | | | | 253,302 | | | | | | 168,750 | | | | | | 139,375 | | | | | | 13,200 | | | | | | 1,126,090 | | | ||
(1)
The amounts reported in this column reflect cash bonuses earned pursuant to the achievement of our corporate objectives for 2024. See “— Narrative Disclosure to Summary Compensation Table — Non-Equity Incentive Plan Compensation” for additional discussion regarding these bonuses.
(2)
Represents the grant date fair value of the restricted stock units and stock options granted in accordance with ASC 718. The assumptions used in calculating the grant date fair values are set forth in Note 13 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
(3)
Reflects employer matching contributions to each individual’s 401(k) plan.
Narrative Disclosure to Summary Compensation Table
We periodically review compensation for our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our company. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.
Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, the Compensation Committee then recommends the compensation for each executive officer. Our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers. In 2024, the Compensation Committee retained F.W. Cook & Co. (“F.W. Cook”), an independent compensation consulting firm, to evaluate and
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make recommendations with respect to our executive compensation program and retention incentives. F.W. Cook’s engagement included assisting the Compensation Committee with evaluating our retention incentives for our employees, the selection of a peer group of companies for benchmarking purposes, an analysis of our existing executive compensation, including our equity incentive plan and equity award granting practices, and an analysis of our director compensation policy. In 2024, F.W. Cook presented the Compensation Committee with data about the compensation paid by our peer group of companies and other employers, who we believe compete with us for executives, updated the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and advised the Compensation Committee regarding all of its responsibilities. F.W. Cook served at the pleasure of the Compensation Committee rather than us, and the consultant’s fees were approved by the Compensation Committee.
Annual Base Salary
We have entered into employment agreements with each of our NEOs that establish annual compensation, including base salaries. Compensation for our executive officers is reviewed annually by our Compensation Committee. The following table presents the annual base salaries for each of our NEOs for the years indicated. The 2024 base salaries became effective on January 1, 2024 and the 2025 base salaries became effective on January 1, 2025 for each of our NEOs
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Name
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2025 Base
Salary ($) |
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2024 Base
Salary ($) |
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David Domzalski
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| | | | 637,560 | | | | | | 637,560 | | |
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Iain Stuart
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| | | | 471,499 | | | | | | 455,555 | | |
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Mutya Harsch
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| | | | 458,795 | | | | | | 443,280 | | |
Non-Equity Incentive Plan Compensation
Mr. Domzalski’s eligibility to receive his target annual bonus, which is currently 60% of his base salary, is based solely on the achievement of corporate performance objectives. For Ms. Harsch’s and Dr. Stuart’s target bonus, which is currently 40% of their respective base salaries, the bonus amounts earned are based 75% on the achievement of corporate performance objectives and 25% on the achievement of individual performance objectives. Each of our NEOs has a maximum bonus opportunity equal to 200% of their target bonus.
The corporate performance objectives for 2024 included goals related to corporate strategy, R&D objectives and financial objectives, as further described below. In February 2025, our Compensation Committee assessed the Company’s performance against these corporate performance objectives and determined as follows:
Corporate strategy. The Company’s overall strategic goals for 2024, weighted at 20%, were to advance its biotech strategy to maximize fundamental value for stockholders through organic development of existing products and opportunistic transactions and partnerships. In February 2025, our Compensation Committee assessed performance against this objective and determined that the Company met 100% of this goal. At the time of its assessment, the Company’s stock price had increased 43% for 2024 from $2.33 to $3.35. The Company improved the strength of its management team and the Board through key hires including an SVP of clinical development and the addition of Dr. Christine Borowski to the Board, who served on the Board until August 2025 when the Company announced that the Company’s Phase 2b results in its lead product candidate repibresib gel failed to meet its primary endpoint. At the time of the Compensation Committee’s assessment, the Company had increased awareness of VYNE and of its BETi platform and developed interest among strategics and large pharmaceutical companies in repibresib gel for potential partnering opportunities.
R&D objectives. The Company’s R&D goals for 2024, weighted at 50%, were related to the successful advancement of its clinical development programs VYN201 and VYN202. The Compensation Committee determined that the Company fully achieved these R&D goals. For VYN201, the Company successfully developed a to-be-marketed gel formulation for the Phase 2b trial, initiated the Phase 2b study, and completed enrollment in the Phase 2b, in each case, by the target timeframe. For VYN202, the Company
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cleared an IND, completed a successful Phase 1a SAD/MAD study, developed its pre-clinical toxicology package, and prepared to initiate a Phase 1b trial in psoriasis by early 2025.
Financial objectives. The Compensation Committee determined that the Company’s financial objectives for 2024, which were weighted at 30%, were only partially achieved at 75% of target. The Company improved its sell-side research coverage and managed its balance sheet and operating plan successfully and within the approved budget framework for 2024. The Company, however, was not able to obtain capital needed to provide sufficient liquidity for the funding of all aspects of its strategic plan, which included the initiation of clinical trials for VYN202 across several indications in 2025.
In addition, the Compensation Committee determined that Dr. Stuart and Ms. Harsch had fully achieved each of their individual performance objectives, which, for Dr. Stuart, related to building out the clinical development team and medical education efforts, and for Ms. Harsch, related to developing partnering relationships and intellectual property coverage.
After applying such levels of 2024 achievement to the applicable weightings, actual performance on the corporate goals amounted to 92.5% overall with Dr. Stuart and Ms. Harsch achieving 94.4% of their target goals after factoring in the 75%/25% split of corporate/individual performance. The Compensation Committee then reviewed Mr. Domzalski’s cash compensation overall, including his bonus opportunity and his annual base salary, which they noted had not increased since 2021. The Compensation Committee considered Mr. Domzalski’s significant leadership contributions and achievements throughout the year, and in consultation with F.W. Cook, awarded each of Mr. Domzalski, Dr. Stuart and Ms. Harsch 94.5% of their respective target bonus. The actual bonus amounts paid are reflected in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table above.
Equity-Based Awards
The equity-based incentive awards granted to our NEOs are designed to align the interests of our NEOs with those of our stockholders. Generally, the vesting of equity awards is tied to each officer’s continuous service with us and serves as an additional retention measure. Our executives generally are awarded an initial new hire grant upon commencement of employment. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.
On December 11, 2023, the Compensation Committee approved the grant of restricted stock units and options to our employees under our 2023 Plan, including members of management, for both 2023 and 2024. Following our recapitalization in November 2023, the Compensation Committee reviewed the long term incentives held by our directors and executives and determined to make grants that were appropriate to provide long-term incentives that align the interests of the Company’s employees with the interests of stockholders. In making its decision, the Compensation Committee considered: (i) that our employees were not previously awarded equity compensation in the first quarter of 2023, consistent with past practice; (ii) that the ownership percentage in the Company for our Chief Executive Officer, the Chief Financial Officer and other NEOs based on total shares outstanding (inclusive of shares underlying pre-funded warrants) was significantly lower than ownership percentages for such officers at peer companies; (iii) given the small size of our workforce, the impact of the loss of any employee, especially members of management, on our ability to execute our corporate objectives for 2024 and beyond; and (iv) our recent financing activities and the increased total number of shares outstanding, inclusive of shares underlying the pre-funded warrants that were issued to stockholders in the private placement.
For Mr. Domzalski, the Compensation Committee approved the grant of 225,000 restricted stock units and options to purchase 225,000 shares with a grant date of December 13, 2023, and a grant of 225,000 restricted stock units and options to purchase 225,000 shares with a grant date of January 1, 2024. For each of Ms. Harsch and Dr. Stuart, the Compensation Committee approved the grant of 62,500 restricted stock units and options to purchase 62,500 shares with a grant date of December 13, 2023, and a grant of 62,500 restricted stock units and options to purchase 62,500 shares with a grant date of January 1, 2024. These equity awards vest over a four-year period, with 25% vesting on the first anniversary of the last day of the quarter in which the grant was made, and 6.25% vesting every quarter thereafter, in each case, subject to the
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executive’s continued service to the Company through the vesting date. The exercise price for each option is the closing price of our common stock on the applicable grant date.
In January 2025, the Compensation Committee met to approve 2025 equity-based compensation for our NEOs. The Compensation Committee discussed the upcoming year’s goals, with read-outs expected for both repibresib gel and VYN202 in 2025. The Compensation Committee emphasized its desire to bring each executive’s total ownership levels to target levels consistent with the executive ownership levels of the Company’s peers, to strengthen executive alignment with stockholders and to incentivize executives to continue to work toward the performance objectives set for 2025. The Compensation Committee also considered the type of equity awards that were previously awarded, which included a mix of restricted stock units and stock options, and considered the tax withholding requirements for vesting of restricted stock units. Considering all of the foregoing, and the desire by the Compensation Committee to preserve each NEO’s target ownership levels relative to total shares outstanding at certain thresholds, the Compensation Committee ultimately determined to grant 100% of the equity awards for 2025 in the form of stock options, with Mr. Domzalski, Dr. Stuart and Ms. Harsch each receiving an option to purchase 730,000, 230,000, and 230,000 shares of our common stock, respectively. The size of each option award was intended to bring each NEO’s target ownership levels relative to total shares outstanding to the 50th percentile among the Company’s peers (approximately 3% for Mr. Domzalski and 1% for each of Dr. Stuart and Ms. Harsch). These options vest 25% on the first anniversary of the last day of the quarter in which they were granted and 6.25% every quarter thereafter, in each case, subject to the executive’s continued service to the Company through the vesting date. The exercise price for each option is the closing price of our common stock on the applicable grant date.
401(k) Plan
We maintain a tax-qualified retirement plan that provides eligible U.S. employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual Internal Revenue Code (the “Code”) limits. Currently, we match each eligible employee’s contributions up to 4% of total eligible compensation. Employees’ pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.
Employee Benefits and Perquisites
All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance and life insurance. In addition, all of our employees are eligible to participate in our Employee Share Purchase Plan, which allows them to purchase shares of our common stock at a 15% discount to prevailing market prices, subject to certain terms and conditions. We do not provide our NEOs with perquisites or other personal benefits, other than the retirement, health and welfare benefits that apply uniformly to all of our employees.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth all outstanding equity awards held by each of the NEOs as of December 31, 2024.
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Option Awards
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Share Awards
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Name
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Grant Date(1)
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Number of
Securities Underlying Unexercised Options Exercisable |
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Number of
Securities Underlying Unexercised Options Unexercisable |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Number of
Shares or Units of Shares That Have Not Vested (#) |
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Market
Value of Shares or Units of Shares That Have Not Vested(2)($) |
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David Domzalski
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| | | | 11/10/2015 | | | | | | 5,922 | | | | | | — | | | | | | 285.84 | | | | | | 11/10/2025 | | | | | | — | | | | | | — | | |
| | | | 3/1/2016 | | | | | | 1,500 | | | | | | — | | | | | | 241.92 | | | | | | 3/1/2026 | | | | | | — | | | | | | — | | | ||
| | | | 2/21/2017 | | | | | | 1,784 | | | | | | — | | | | | | 408.96 | | | | | | 2/21/2027 | | | | | | — | | | | | | — | | | ||
| | | | 8/8/2017 | | | | | | 8,195 | | | | | | — | | | | | | 230.40 | | | | | | 8/8/2027 | | | | | | — | | | | | | — | | | ||
| | | | 5/8/2018 | | | | | | 1,755 | | | | | | — | | | | | | 203.40 | | | | | | 5/8/2028 | | | | | | — | | | | | | — | | | ||
| | | | 1/1/2019 | | | | | | 4,276 | | | | | | — | | | | | | 151.20 | | | | | | 1/1/2029 | | | | | | — | | | | | | — | | | ||
| | | | 2/24/2020 | | | | | | 6,024 | | | | | | — | | | | | | 161.28 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | ||
| | | | 5/6/2020 | | | | | | 9,443 | | | | | | — | | | | | | 140.40 | | | | | | 5/6/2030 | | | | | | — | | | | | | — | | | ||
| | | | 2/22/2021 | | | | | | 18,686 | | | | | | 1,243 | | | | | | 149.94 | | | | | | 2/22/2031 | | | | | | 533 | | | | | | 1,786 | | | ||
| | | | 9/2/2021 | | | | | | 17,795 | | | | | | — | | | | | | 30.24 | | | | | | 9/2/2031 | | | | | | — | | | | | | — | | | ||
| | | | 3/17/2022 | | | | | | 11,931 | | | | | | 5,418 | | | | | | 10.98 | | | | | | 3/17/232 | | | | | | 5,420 | | | | | | 18,157 | | | ||
| | | | 12/13/2023 | | | | | | 56,250 | | | | | | 168,750 | | | | | | 2.70 | | | | | | 12/13/2033 | | | | | | 168,750 | | | | | | 565,313 | | | ||
| | | | 1/1/2024 | | | | | | — | | | | | | 225,000 | | | | | | 2.33 | | | | | | 1/1/2034 | | | | | | 225,000 | | | | | | 753,750 | | | ||
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Iain Stuart
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| | | | 11/15/2016 | | | | | | 1,000 | | | | | | — | | | | | | 342.00 | | | | | | 11/15/2026 | | | | | | — | | | | | | — | | |
| | | | 8/8/2017 | | | | | | 325 | | | | | | — | | | | | | 216.00 | | | | | | 8/8/2027 | | | | | | — | | | | | | — | | | ||
| | | | 2/27/2018 | | | | | | 750 | | | | | | — | | | | | | 254.16 | | | | | | 2/27/2028 | | | | | | — | | | | | | — | | | ||
| | | | 1/01/2019 | | | | | | 1,900 | | | | | | — | | | | | | 151.20 | | | | | | 1/1/2029 | | | | | | — | | | | | | — | | | ||
| | | | 2/24/2020 | | | | | | 2,409 | | | | | | — | | | | | | 161.28 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | ||
| | | | 5/06/2020 | | | | | | 1,561 | | | | | | — | | | | | | 140.40 | | | | | | 5/6/2030 | | | | | | — | | | | | | — | | | ||
| | | | 2/22/2021 | | | | | | 3,549 | | | | | | 236 | | | | | | 149.94 | | | | | | 2/2/2031 | | | | | | 101 | | | | | | 338 | | | ||
| | | | 9/2/2021 | | | | | | 3,380 | | | | | | — | | | | | | 30.24 | | | | | | 9/2/2031 | | | | | | — | | | | | | — | | | ||
| | | | 3/17/2022 | | | | | | 2,866 | | | | | | 1,300 | | | | | | 10.98 | | | | | | 3/17/2032 | | | | | | 1,300 | | | | | | 4,355 | | | ||
| | | | 12/13/2023 | | | | | | 15,625 | | | | | | 46,875 | | | | | | 2.70 | | | | | | 12/13/2033 | | | | | | 46,875 | | | | | | 157,031 | | | ||
| | | | 1/1/2024 | | | | | | — | | | | | | 62,500 | | | | | | 2.33 | | | | | | 1/1/2034 | | | | | | 62,500 | | | | | | 209,375 | | | ||
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Mutya Harsch
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| | | | 2/27/2018 | | | | | | 1,250 | | | | | | — | | | | | | 254.16 | | | | | | 2/27/2028 | | | | | | — | | | | | | — | | |
| | | | 1/1/2019 | | | | | | 1,758 | | | | | | — | | | | | | 151.20 | | | | | | 1/1/2029 | | | | | | — | | | | | | — | | | ||
| | | | 2/24/2020 | | | | | | 2,409 | | | | | | — | | | | | | 161.28 | | | | | | 2/24/2030 | | | | | | — | | | | | | — | | | ||
| | | | 5/6/2020 | | | | | | 2,082 | | | | | | — | | | | | | 140.40 | | | | | | 5/6/2030 | | | | | | — | | | | | | — | | | ||
| | | | 2/22/2021 | | | | | | 3,549 | | | | | | 236 | | | | | | 149.94 | | | | | | 2/22/2031 | | | | | | 101 | | | | | | 338 | | | ||
| | | | 9/2/2021 | | | | | | 3,380 | | | | | | — | | | | | | 30.24 | | | | | | 9/2/2031 | | | | | | — | | | | | | — | | | ||
| | | | 3/17/2022 | | | | | | 2,865 | | | | | | 1,300 | | | | | | 10.98 | | | | | | 3/17/2032 | | | | | | 1,300 | | | | | | 4,355 | | | ||
| | | | 12/13/2023 | | | | | | 15,625 | | | | | | 46,875 | | | | | | 2.70 | | | | | | 12/13/2033 | | | | | | 46,875 | | | | | | 157,031 | | | ||
| | | | 1/1/2024 | | | | | | — | | | | | | 62,500 | | | | | | 2.33 | | | | | | 1/1/2034 | | | | | | 62,500 | | | | | | 209,375 | | | ||
(1)
Equity awards vest over a four-year period, with 25% vesting on the first anniversary of the last day of the quarter in which the grant was made, and 6.25% every quarter thereafter, subject to the NEO’s continued service through each applicable vesting date.
(2)
The market value is based on the closing price of our common stock on December 31, 2024.
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Employment Arrangements and Potential Payments upon Termination of Employment or Change in Control
We have entered into agreements with each of our NEOs in connection with his or her employment with us. These agreements set forth the terms and conditions of employment of each NEO, including base salary, target bonus and standard employee benefit plan participation. The following summaries of the compensation arrangements do not purport to be complete and are qualified in their entirety by reference to each agreement.
David Domzalski, President and Chief Executive Officer
The terms of Mr. Domzalski’s employment are governed by his Offer Letter, dated as of March 25, 2020. Mr. Domzalski’s annual base salary is currently $637,560. Mr. Domzalski is also eligible to receive an annual cash target bonus of 60% of his base salary, up to the maximum bonus opportunity allowable under the applicable annual bonus plan or program in effect from time to time (such maximum bonus opportunity currently being 200% of the target bonus), subject to the achievement of Company performance criteria determined by the Board or the Compensation Committee.
Mr. Domzalski’s Offer Letter provides that if Mr. Domzalski’s employment is terminated by us without Cause or he resigns for Good Reason (each as defined below), then, subject to his execution and non-revocation of a release of claims, Mr. Domzalski will be entitled to receive (i) a severance payment equal to 100% of his annual base salary then in effect, (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination and (iii) full accelerated vesting of all of outstanding and unvested stock options and restricted stock units on the date of termination, with such stock options remaining exercisable for 90 days following the date of termination.
If Mr. Domzalski’s employment is terminated by us without Cause or he resigns for Good Reason, in each case, within 12 months following a Change in Control (as defined in our 2019 Equity Incentive Plan (the “2019 Plan”)), then, subject to his execution and non-revocation of a release of claims, Mr. Domzalski will be entitled to receive (i) a severance payment equal to 1.5 times the sum of his base salary and target bonus for the year of termination, (ii) a prorated target annual bonus payment for the year of termination, (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 18 months following the date of termination and (iv) full accelerated vesting of all of outstanding and unvested stock options and restricted stock units on the date of termination, with such stock options remaining exercisable for 90 days following the date of termination.
For purposes of Mr. Domzalski’s Offer Letter:
“Cause” means (1) the executive’s commission of an act of fraud or dishonesty in the course of his employment; (2) his indictment, conviction or entering of a plea of nolo contendere for a crime constituting a felony; (3) his gross negligence or willful misconduct in connection with his employment; (4) his willful and continued failure to substantially perform his duties; (5) his breach of any of the restrictive covenants; or (6) a material breach of this agreement or any other agreement, plan or arrangement by and between Mr. Domzalski and us or any of our subsidiaries and affiliates or any of our policies or those of our subsidiaries and affiliates by Mr. Domzalski.
“Good Reason” means (i) a material diminution in his base salary or target bonus (provided that failure to earn a bonus equal to or in excess of the target bonus by reason of failure to achieve applicable performance goals shall not be deemed Good Reason); (ii) a material diminution of his position, responsibilities, duties or authorities from those in effect as of the effective date; (iii) any change in reporting structure such that he is required to report to someone other than the Board; (iv) any material breach by us of our obligations under the Offer Letter; or (v) a change in his primary work location that increases his commute by more than 50 miles, in each case subject to certain notice and cure periods.
We must provide Mr. Domzalski with 30 days’ notice prior to a termination without Cause, and he must provide us with 30 days’ notice prior to any resignation for Good Reason.
Iain Stuart, Chief Scientific Officer
The terms of Dr. Stuart’s employment are governed by his Offer Letter, dated as of March 7, 2022. Dr. Stuart’s annual base salary is currently $471,499. Dr. Stuart is also eligible to receive an annual target
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bonus of 40% of his annual base salary, up to the maximum bonus opportunity allowable under the applicable annual bonus plan or program in effect from time to time (such maximum bonus opportunity currently being 200% of the target bonus). His eligibility for such annual target bonus, and the amount of such annual target bonus, is subject to the achievement of corporate performance goals and his achievement of individual performance targets and milestone criteria, as determined by the Chief Executive Officer, in accordance with our bonus plan.
In the event of a termination of his employment without Cause (as defined in the 2019 Plan) or if he resigns for Good Reason, subject to Dr. Stuart’s execution of a release of claims, Dr. Stuart will receive (i) a lump sum severance payment equal to 75% of his base salary then in effect and (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for nine months following the date of termination, provided that our obligation under clause (ii) shall terminate on the earlier of (x) the date on which he enrolls in a group health plan offered by another employer and (y) the date on which he is no longer eligible for continuation coverage under COBRA.
In addition, if Dr. Stuart’s employment is terminated by us without Cause or if he terminates his employment with Good Reason within the twelve month period after a Change of Control, he will be entitled to receive a change of control payment equal to (i) one times the sum of his then current base salary plus his target bonus, (ii) his pro rata target bonus for the year of termination, and (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination, provided that our obligation under clause (iii) shall terminate on the earlier of (x) the date on which he enrolls in a group health plan offered by another employer and (y) the date on which he is no longer eligible for continuation coverage under COBRA. In addition, in the event of such a termination, all of Dr. Stuart’s unvested stock options and restricted stock units will become fully vested.
For purposes of Dr. Stuart’s Offer Letter, “Good Reason” means: (i) a material reduction in his base salary; (ii) a material reduction in his target annual bonus opportunity; (iii) a relocation of his principal place of employment by more than 25 miles provided that such relocation increases his daily commute; or (iv) an adverse change in his position, including title, reporting relationship(s), authority, duties or responsibilities, in each case subject to certain notice and cure periods.
We must provide Dr. Stuart with 30 days’ notice prior to a termination without Cause, and he must provide us with 30 days’ notice prior to any resignation for Good Reason.
Dr. Stuart’s Offer Letter also contains customary confidentiality, non-competition and non-solicitation covenants.
Mutya Harsch, Chief Legal Officer, General Counsel and Secretary
The terms of Ms. Harsch’s employment are governed by her Offer Letter, dated as of April 7, 2021. Ms. Harsch’s annual base salary is currently $458,795. Ms. Harsch is also eligible to receive an annual target bonus of 40% of her annual base salary, up to the maximum bonus opportunity allowable under the applicable annual bonus plan or program in effect from time to time (such maximum bonus opportunity currently being 200% of the target bonus). Her eligibility for such annual target bonus, and the amount of such annual target bonus, is subject to the achievement of corporate performance goals and her achievement of individual performance targets and milestone criteria, as determined by the Chief Executive Officer, in accordance with our bonus plan.
The Offer Letter provides that, in the event of a termination of her employment without Cause (as defined in the 2019 Plan), subject to Ms. Harsch’s execution of a release of claims, Ms. Harsch will receive (i) a lump sum severance payment equal to 75% of her base salary then in effect and (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for nine months following the date of termination, provided that our obligation under clause (ii) shall terminate on the earlier of (x) the date on which she enrolls in a group health plan offered by another employer and (y) the date on which she is no longer eligible for continuation coverage under COBRA.
In addition, if Ms. Harsch’s employment is terminated by us without Cause or she terminates her employment with Good Reason within the twelve month period after a Change of Control (as defined in the 2019 Plan), she will be entitled to receive a change of control payment equal to (i) one times the sum of
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her then current base salary plus her target bonus, (ii) her pro rata target bonus for the year of termination, and (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination, provided that our obligation under clause (iii) shall terminate on the earlier of (x) the date on which she enrolls in a group health plan offered by another employer and (y) the date on which she is no longer eligible for continuation coverage under COBRA. In addition, in the event of such a termination, all of Ms. Harsch’s unvested stock options and restricted stock units will become fully vested.
For purposes of Ms. Harsch’s Offer Letter, “Good Reason” means: (i) a material reduction in her base salary; (ii) a material reduction in her target annual bonus opportunity; (iii) a relocation of her principal place of employment by more than twenty-five (25) miles provided that such relocation increases her daily commute; or (iv) an adverse change in her position, including title, reporting relationship(s), authority, duties or responsibilities, in each case subject to certain notice and cure periods.
We must provide Ms. Harsch with 30 days’ notice prior to a termination without Cause, and she must provide us with 30 days’ notice prior to any resignation for Good Reason.
Ms. Harsch’s Offer Letter also contains customary confidentiality, non-competition and non-solicitation covenants.
Clawback Policies
In May 2021, the Board adopted a compensation clawback policy with respect to compensation paid to our executive officers. Under the terms of the policy, compensation can be recovered for a financial restatement or materially inaccurate performance calculation. In this case, we may seek recoupment of short and long-term cash or equity incentive compensation (including time- and performance-based awards) awarded after the effective date of the policy. In addition, compensation may be recovered for willful misconduct or gross negligence that results in material adverse reputational or economic impact on us. In this case, we may seek recoupment of 100% of incentive compensation for “Cause” and if no “Cause,” recoupment is based on the impact of the triggering event, if quantifiable at the Compensation Committee’s discretion. In addition, in November 2023 we adopted an additional clawback policy as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and related stock exchange listing standards. The policy adopted in November 2023 is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2024.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
From time to time, we grant equity awards, including stock options, to our employees, including our NEOs. Historically , we have typically granted new-hire option awards on, or within the calendar quarter of, a new hire’s employment start date and annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring in such quarter. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to our non-employee director compensation policy, as further described under the heading, “Director Compensation — Non-Employee Director Compensation Policy” below. We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.
29
The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.
| Name (a) | | | Grant date (b) | | | Number of securities underlying the award (c) | | | Exercise price of the award ($/Sh) (d) | | | Grant date fair value of the award (e) | | | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (f)(1) | | ||||||||||||
| | | | January 1, 2024 | | | | | | | | | $ | | | | | $ | | | | | | | | ||||
| | | | January 1, 2024 | | | | | | | | | $ | | | | | $ | | | | | | | | ||||
| | | | January 1, 2024 | | | | | | | | | $ | | | | | $ | | | | | | | | ||||
(1)
The option grants reported in this table were made two business days before the Company filed a Form 8-K under Item 5.02 reporting the previously disclosed appointment of Dr. Christine Borowski as a non-employee director of the Company.
30
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the SEC-defined “compensation actually paid” (“CAP”) to our NEOs and certain of our financial performance metrics during the fiscal years listed below. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other NEOs are referred to as our “Non-PEO NEOs”:
|
Fiscal Year
|
| |
Summary
Compensation Table Total for PEO(1)(2) |
| |
Compensation
Actually Paid to PEO(1)(3) |
| |
Average
Summary Compensation Table Total for Non-PEO NEOs(1)(2) |
| |
Average
Compensation Actually Paid to Non-PEO NEOs(1)(3) |
| |
Value of an initial
$100 Investment: Total Stockholder Return(4) |
| |
Net Loss
($ Millions)(5) |
| ||||||||||||||||||
|
2024
|
| | | $ | 1,973,607 | | | | | $ | 2,701,920 | | | | | $ | 899,973 | | | | | $ | 1,101,762 | | | | | $ | 18.25 | | | | | $ | (39.8) | | |
|
2023
|
| | | $ | 2,716,350 | | | | | $ | 2,633,120 | | | | | $ | 1,145,518 | | | | | $ | 1,118,194 | | | | | $ | 12.69 | | | | | $ | (28.5) | | |
|
2022
|
| | | $ | 1,293,464 | | | | | $ | 174,446 | | | | | $ | 654,168 | | | | | $ | 417,856 | | | | | $ | 14.71 | | | | | $ | (23.2) | | |
(1)
NEOs included in these columns reflect the following individuals:
|
Year
|
| |
PEO
|
| |
Non-PEO NEOs
|
|
| 2024 | | | David Domzalski | | | Iain Stuart, Mutya Harsch | |
| 2023 | | | David Domzalski | | | Iain Stuart, Mutya Harsch | |
| 2022 | | | David Domzalski | | | Iain Stuart, Mutya Harsch | |
(2)
Amounts reflect the total amount of compensation reported for our PEO and the average total compensation reported for our Non-PEO NEOs in the “Total” column of the Summary Compensation Table for each corresponding year. Refer to “Executive Compensation — Summary Compensation Table.”
(3)
Amounts reflect the amount of CAP to our PEO and the average amount of CAP to our Non-PEO NEOs, respectively, calculated based on the requirements and methodology set forth in Item 402(v) of Regulation S-K. The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP, the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:
|
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO
|
| |
Fiscal Year
2024 ($) |
| |||
|
Summary Compensation Table Total
|
| | | $ | 1,973,607 | | |
|
(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year
|
| | | $ | (960,750) | | |
|
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
|
| | | $ | 1,321,110 | | |
|
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards
Granted in Prior Fiscal Years |
| | | $ | 276,741 | | |
|
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year
|
| | | $ | 0 | | |
|
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
|
| | | $ | 91,212 | | |
|
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
|
| | | $ | 0 | | |
|
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
|
| | | $ | 0 | | |
|
Compensation Actually Paid
|
| | | $ | 2,701,920 | | |
31
|
Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for
Non-PEO NEOs |
| |
Fiscal Year
2024 ($) |
| |||
|
Summary Compensation Table Total
|
| | | $ | 899,973 | | |
|
(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year
|
| | | $ | (266,875) | | |
|
Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year
|
| | | $ | 366,975 | | |
|
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards
Granted in Prior Fiscal Years |
| | | $ | 366,975 | | |
|
Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year
|
| | | $ | 76,440 | | |
|
Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year
|
| | | $ | 25,249 | | |
|
(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year
|
| | | $ | 0 | | |
|
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation
|
| | | $ | 0 | | |
|
Compensation Actually Paid
|
| | | $ | 1,101,762 | | |
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes.
The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.
| | | |
Fiscal Year 2024
|
|
| Restricted Stock Units | | | | |
|
Stock Price
|
| |
$1.88 – $3.35
|
|
| Stock Options | | | | |
|
Expected Term
|
| |
3.6 – 8.0 years
|
|
|
Strike Price
|
| |
$2.33 – $161.28
|
|
|
Expected Volatility
|
| |
102.0% – 104.9%
|
|
|
Dividend Yield
|
| |
0.0%
|
|
|
Risk-Free Interest Rate
|
| |
3.6% – 4.4%
|
|
(4)
Total Stockholder Return (“TSR”) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year.
(5)
The dollar amounts reported represent the net loss reflected in the Company’s audited financial statements for the applicable year.
32
Analysis of the Information Presented in the Pay Versus Performance Table
Relationship between CAP vs. Cumulative TSR of Company
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR over the two years presented in the table:
Relationship between CAP vs. Net Loss
The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s net loss over the two years presented in the table:
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.
33
DIRECTOR COMPENSATION
Non-Employee Director Compensation Policy
Set forth below is a summary of our non-employee director compensation policy.
Initial Equity Grants. Each non-employee director who joins the Board will receive, upon appointment, options to purchase shares of our common stock representing two times the annual grant described below. The options will vest and become exercisable as to one-third of the shares on each of the first three anniversaries of the date of grant, subject to the director’s continued service through each applicable vesting date.
Annual Grant. Each non-executive director who has served as a director on our Board for at least six months will be granted options to purchase an amount of shares of our common stock representing 0.046% of the shares outstanding (inclusive of pre-funded warrants) on the date of our annual meeting of stockholders. The options vest on the one-year anniversary of the date of grant.
The exercise price per share of each option granted as described above will be equal to the per share fair market value of our stock on the date of grant. Each such option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s service with us. In the event of a change of control transaction, any unvested portion of an equity award granted under this policy will fully vest and become exercisable immediately prior to the effective date of such transaction, subject to the non-employee director’s continuous service with us on the effective date of such transaction.
Annual Cash Retainers. Each of our non-employee directors receives an annual cash retainer of $40,000, payable quarterly in arrears, prorated based on the days served in the applicable fiscal quarter. In addition to the annual cash retainer, each of our non-employee directors receives fees for their service as a member or chair of a committee of our Board as set forth in the table below:
|
Additional annual retainer fees for service as a member or chair of the following committees (with
chair fees inclusive of fees for service as a member) |
| |
Member
|
| |
Chair
|
| ||||||
|
Audit Committee
|
| | | $ | 10,000 | | | | | $ | 20,000 | | |
|
Compensation Committee
|
| | | $ | 7,500 | | | | | $ | 15,000 | | |
|
Nominating and Corporate Governance Committee
|
| | | $ | 5,000 | | | | | $ | 10,000 | | |
In addition, if a non-employee director is appointed to serve in a leadership position on the Board, such non-employee director will be entitled to receive additional annual cash compensation of $40,000 for service as non-employee chair of the Board or $25,000 for service as lead independent director.
We also reimburse all of our non-employee directors for their reasonable and customary business expenses incurred in connection with their service as a director.
None of our non-employee directors may receive cash and equity-based compensation (calculated based on grant date fair value) exceeding, in the aggregate, $750,000 in any calendar year.
One-Time Option Grant
On January 1, 2024, our Compensation Committee granted each non-executive director (except for Ms. Borowski) a one-time option grant for 20,000 shares of our common stock, which vested on January 1, 2025, subject to each director’s continuous service through such date. The Compensation Committee granted these one-time awards following consultation with the Company’s independent compensation consultant, taking into consideration that all equity awards for directors were significantly underwater and that in light of the Company’s recent financing (among other things), director stock ownership levels, based on the total shares outstanding inclusive of shares underlying pre-funded warrants, were well below the target levels for the Company’s peer companies.
34
Director Compensation Table
The following table sets forth information for the fiscal year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to our non-executive directors.
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Option Awards
($)(1)(2) |
| |
Total
Compensation ($) |
| |||||||||
|
Sharon Barbari
|
| | | | 67,788 | | | | | | 76,200 | | | | | | 143,988 | | |
|
Steven Basta
|
| | | | 49,425 | | | | | | 76,200 | | | | | | 125,625 | | |
|
Christine Borowski(3)
|
| | | | 44,712 | | | | | | 115,400 | | | | | | 160,112 | | |
|
Anthony Bruno(4)
|
| | | | 57,500 | | | | | | 76,200 | | | | | | 133,700 | | |
|
Patrick LePore
|
| | | | 70,575 | | | | | | 76,200 | | | | | | 146,775 | | |
|
Elisabeth Sandoval Little
|
| | | | 65,000 | | | | | | 76,200 | | | | | | 141,200 | | |
(1)
Represent the grant date fair value of stock options granted as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value are set forth in Note 13 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
(2)
Each of our non-employee directors was granted an option to purchase 20,000 shares of our common stock on December 12, 2024 at an exercise price of $2.40.
(3)
Dr. Borowski was appointed as a director, effective January 1, 2024, and resigned from the Board on August 11, 2025. The amount reported in the Option Awards column includes the grant date fair value of the initial grant made to Dr. Borowski when she joined the Board.
(4)
Mr. Bruno resigned from the Board on August 13, 2025.
As of December 31, 2024, our non-employee directors held the following equity awards:
|
Name
|
| |
Shares Underlying
Outstanding Options |
| |||
|
Sharon Barbari
|
| | | | 63,407 | | |
|
Steven Basta
|
| | | | 74,285 | | |
|
Christine Borowski
|
| | | | 60,000 | | |
|
Anthony Bruno
|
| | | | 63,213 | | |
|
Patrick LePore
|
| | | | 62,901 | | |
|
Elisabeth Sandoval Little
|
| | | | 63,837 | | |
35
INFORMATION ABOUT STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
OWNERS AND MANAGEMENT
The following table sets forth information relating to the beneficial ownership of our common stock as of October 15, 2025, by:
•
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;
•
each of our directors;
•
each of our NEOs; and
•
all of our current directors and executive officers as a group.
The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after October 15, 2025 through the exercise of any stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person.
The percentage of shares beneficially owned is computed on the basis of 33,043,619 shares of our common stock outstanding as of October 15, 2025. Shares of our common stock that a person has the right to acquire within 60 days after October 15, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o VYNE Therapeutics Inc., P.O. Box 125, Stewartsville, NJ 08886.
|
Name of Beneficial Owner
|
| |
Number of
Shares Owned and Nature of Beneficial Ownership |
| |
Percent of Class
|
| ||||||
| 5% and Greater Stockholders: | | | | | | | | | | | | | |
|
AI Biotechnology LLC(1)
|
| | | | 3,301,058 | | | | | | 9.99% | | |
| Named Executive Officers and Directors: | | | | | | | | | | | | | |
|
David Domzalski(2)
|
| | | | 440,165 | | | | | | 1.32% | | |
|
Mutya Harsch(3)
|
| | | | 123,833 | | | | | | *% | | |
|
Iain Stuart(4)
|
| | | | 113,839 | | | | | | *% | | |
|
Steven Basta(5)
|
| | | | 61,735 | | | | | | *% | | |
|
Sharon Barbari(6)
|
| | | | 44,448 | | | | | | *% | | |
|
Patrick LePore(7)
|
| | | | 94,373 | | | | | | *% | | |
|
Elisabeth Sandoval Little(8)
|
| | | | 43,837 | | | | | | *% | | |
|
All current directors and executive officers as a group (8 persons)(9)
|
| | | | 1,020,618 | | | | | | 3.03% | | |
*
Indicates beneficial ownership of less than 1% of the total outstanding common stock.
(1)
This information has been obtained from a Schedule 13D filed on November 13, 2023 by AI Biotechnology LLC, Access Industries Holdings LLC (“AIH”), Access Industries Management, LLC (“AIM”) and Mr. Len Blavatnik. Consists of (i) 1,116,585 shares of common stock and (ii) 2,184,473 shares of common stock issuable upon exercise of pre-funded warrants. Such amount does not
36
include 5,607,975 shares of common stock issuable upon exercise of pre-funded warrants because they are subject to limitations on exercisability if such exercise would result in entities affiliated with AI Biotechnology LLC beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise. AIH directly controls all of the outstanding voting interest in AI Biotechnology LLC. AIM controls AIH. Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH. By virtue of the foregoing, each of Len Blavatnik, AIM and AIH may be deemed to have voting and investment power over the Shares held by AI Biotechnology LLC. The business address of each of AI Biotechnology LLC, AIM, AIH and Len Blavatnik is c/o Access Industries, Inc. 40 West 57th Street, 28th Floor, New York, NY 10019.
(2)
Consists of 165,548 shares of common stock and 274,617 shares of common stock underlying options that have vested or will vest within 60 days of October 15, 2025.
(3)
Consists of 54,744 shares of common stock and 69,089 shares of common stock underlying options that have vested or will vest within 60 days of October 15, 2025.
(4)
Consists of 44,303 shares of common stock and 69,536 shares of common stock underlying options and restricted stock units that have vested or will vest within 60 days of October 15, 2025.
(5)
Consists of (i) 2,842 shares of common stock, (ii) 3,601 shares of common stock held by The Shelter Trust under the Basta Revocable Trust (the “Shelter Trust”), (iii) 1,007 shares of common stock held by the Basta Revocable Trust dated August 4, 2017 (the “Basta Trust”), and (iv) 54,285 shares of common stock underlying options that are exercisable within 60 days of October 15, 2025. As the trustee of each of the Shelter Trust and the Basta Trust, Mr. Basta has voting and investment power over the shares of common stock held by each of the Shelter Trust and the Basta Trust.
(6)
Consists of 1,041 shares of common stock and 43,407 shares of common stock underlying options that have vested or will vest within 60 days of October 15, 2025.
(7)
Consists of 51,472 shares of common stock and 42,901 shares of common stock underlying options that have vested or will vest within 60 days of October 15, 2025.
(8)
Consists of 43,837 shares of common stock underlying options that have vested or will vest within 60 days of October 15, 2025.
(9)
Includes 658,037 shares of common stock underlying options that are exercisable within 60 days of October 15, 2025.
37
ADDITIONAL INFORMATION
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
Brokers with account holders who are VYNE stockholders may be “householding” our proxy materials.
A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”
If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: P.O. Box 125, Stewartsville, NJ 08886 or (3) request from the Company by calling 800-755-7936. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Form 10-K, Proxy Statement or Proxy Card to a stockholder at a shared address to which a single copy of the documents was delivered.
Other Matters
As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion of the proxy holder.
We have filed our Annual Report on Form 10-K for the year ended December 31, 2024 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a VYNE stockholder, we will mail without charge a copy of our Annual Report on Form 10-K, as amended, including the financial statements, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Corporate Secretary, P.O. Box 125, Stewartsville, NJ 08886.
By Order of the Board of Directors
David Domzalski
President and Chief Executive Officer
President and Chief Executive Officer
November 12, 2025
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SCAN TOVIEW MATERIALS & VOTEVYNE THERAPEUTICS INC.P.O. BOX 125STEWARTSVILLE, NJ 08886VOTE BY INTERNET — www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or 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 MATERIALSIf 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 — 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, 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:V81292-P40028KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYDateSignature (Joint Owners)DateSignature [PLEASE SIGN WITHIN BOX]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.NOTE: Such other business as may properly come before the meeting or any adjournment thereof.3.To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement.For Against AbstainThe Board of Directors recommends you vote FOR proposal 3.!!!To ratify the selection by the Audit Committee of the Company’s Board of Directors of Baker Tilly US, LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025.2.For Against AbstainNominees:01)Elisabeth Sandoval Little02)Steven BastaThe Board of Directors recommends you vote FOR proposal 2.To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.!!!To elect the two nominees named herein as Class I directors to hold office until the 2028 annual meeting of stockholders or until their successors are elected.1.For Withhold For All AllAllExceptVYNE THERAPEUTICS INC.The Board of Directors recommends you vote FOR the following Class I director nominees:
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.V81293-P40028VYNE THERAPEUTICS INC.Annual Meeting of Stockholders December 12, 2025 10:00 AM Local TimeThis proxy is solicited on behalf of the Board of DirectorsThe stockholder(s) hereby appoint(s) David Domzalski, Tyler Zeronda and Mutya Harsch, 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 VYNE THERAPEUTICS INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held on December 12, 2025, at 10:00 AM local time, at 1 Crossroads Dr., Suite 201, Room 222, Bedminster, NJ 07921, 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.Continued and to be signed on reverse side