Neal Walker
Aclaris TherapeuticsAbout Neal Walker
Neal Walker, age 55, is ACRS’s co‑founder and currently serves as Chief Executive Officer (appointed February 2025) and Chair of the Board (since January 2023) after serving as Interim CEO (January 2024–February 2025), President (January–November 2024), and CEO/President from inception in 2012 to December 2022 . He is a board‑certified dermatologist with prior leadership roles at Vicept Therapeutics (sold to Allergan in 2011), Octagon Research Solutions (sold to Accenture), Trigenesis Therapeutics (sold to Dr. Reddy’s), and Cutix Inc., and began his industry career at Johnson & Johnson; he holds an MBA from Wharton, a DO from Philadelphia College of Osteopathic Medicine, and a BA in Biology from Lehigh University . As of February 10, 2025, he beneficially owned 3,204,123 shares (2.9% of outstanding) . The proxy notes a “Pay Versus Performance” section but the specific TSR and operating performance metrics are not detailed in the excerpts reviewed; 2024 say‑on‑pay results were “disappointing,” with the Compensation Committee attributing it to stock price decline and making no major program changes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aclaris Therapeutics, Inc. | CEO & Chair | Feb 2025–present | Returned as CEO; strategic leadership during portfolio rationalization and financing focus |
| Aclaris Therapeutics, Inc. | Interim CEO; President | Jan 2024–Feb 2025; Jan–Nov 2024 | Stabilized leadership; set strategic direction; secured permanent CEO transition |
| Aclaris Therapeutics, Inc. | CEO & President | 2012–Dec 2022 | Co‑founded company; led clinical and drug development in dermatology |
| Vicept Therapeutics, Inc. | President/CEO; Director | 2009–2011 | Built dermatology specialty pharma; sold to Allergan in 2011 |
| Octagon Research Solutions, Inc. | Co‑founder/Leader | — | Software/services for biopharma; acquired by Accenture |
| Trigenesis Therapeutics, Inc. | Chief Medical Officer | — | Specialty dermatology; acquired by Dr. Reddy’s Laboratories |
| Cutix Inc. | Leader | — | Commercial dermatology company scaling operations |
| Johnson & Johnson, Inc. | Early career | — | Entry into pharmaceutical industry |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Aldeyra Therapeutics, Inc. | Director | — | Public biotech board service |
| NeXeption, LLC | Co‑founder | 2012– | Biopharmaceutical assets management company |
| Various private companies | Director | — | Board roles at multiple private companies |
Board Governance Overview
- Board service: Director since inception; Chair since January 2023; currently serves as both Chair and CEO .
- Lead Independent Director: Christopher Molineaux; leads executive sessions, acts as liaison, coordinates risk oversight, and presides in Chair’s absence .
- Committees and independence (2024): Audit (Milano—Chair; Gowen; Molineaux), Compensation (Mehra—Chair; Humphries), Nominating & Corporate Governance (Molineaux—Chair; Humphries); all committee members deemed independent under Nasdaq rules .
- Meetings and attendance: Board met eight times in 2024; all current members attended ≥75% of meetings; independent directors met in regular executive sessions .
- Dual‑role implications: Board asserts combining Chair/CEO optimizes strategic oversight given Walker’s deep company knowledge; independence supported via a Lead Independent Director and fully independent key committees .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Base Salary ($) | — | 500,000 | CEO target base for 2024; Walker was Interim CEO during 2024 |
| Salary Earned ($) | — | 477,431 | Actual paid in 2024 as Interim CEO |
| Target Bonus (%) | — | 60% of base | CEO target bonus percentage for 2024 |
| Non‑Equity Incentive Bonus ($) | — | 372,396 | Payout based on 130% of target achievement for 2024 |
| Stock Awards (RSUs) – Grant‑date Value ($) | — | 170,400 | 2024 RSU grants |
| Option Awards – Grant‑date Value ($) | — | 421,586 | 2024 option grants |
| All Other Compensation ($) | — | 3,322 | Director fees prior to Interim CEO appointment |
Performance Compensation
| Metric/Grant | Weighting | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|
| 2024 CEO Annual Bonus (Individual Goals) | 100% individual | 60% of base | 130% of target | $372,396 | Committee assessed individual objectives (strategy and CEO succession) |
| Corporate Goals Framework (for 2024) | 90% R&D/BD/financing; 10% legal/finance/compliance | — | Committee evaluated and approved attainment | Drives NEO bonus funding | CEO bonus funded solely on individual goals; others at 75% corporate/25% individual |
| Stock Options (Feb 1, 2024) | — | 497,000 shares | Grant‑date FV $421,586 | — | Strike $1.20; vest monthly over 15 months starting Mar 1, 2024; CoC acceleration per letter agreement |
| RSUs (Feb 1, 2024) | — | 142,000 units | Grant‑date FV $170,400 | — | Vest monthly over 15 months starting Mar 1, 2024; CoC acceleration per letter agreement |
2025 Vesting Detail (from outstanding awards)
| Date | Options Vesting (shares) | RSUs Vesting (units) | Notes |
|---|---|---|---|
| Jan 1, 2025 | 33,133 | 9,467 | From 2024 awards |
| Feb 1, 2025 | 33,134 | 9,467 | From 2024 awards |
| Mar 1, 2025 | 33,133 | 9,466 | From 2024 awards |
| Apr 1, 2025 | 33,133 | 9,467 | From 2024 awards |
| May 1, 2025 | Remainder | Remainder | Subject to continued service |
Equity Ownership & Alignment
| Item | Detail | As of/Term | Source/Notes |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 3,204,123 | Feb 10, 2025 | 2.9% of 108,148,298 shares |
| Pledging/Hedging | Prohibited for directors/officers/employees | Policy in effect | Insider Trading Policy bans short sales, options, hedging, margin accounts, pledging |
| Outstanding Options (Exercisable) | 211,019 @ $10.66 (exp 8/31/2025); 137,335 @ $28.68 (12/17/2025); 145,600 @ $28.92 (12/14/2026); 151,200 @ $22.09 (1/31/2028); 255,552 @ $1.26 (3/1/2030); 191,850 @ $24.06 (2/28/2031); 168,050 @ $14.94 (3/1/2032); 331,333 @ $1.20 (1/31/2034) | Dec 31, 2024 | From outstanding awards table |
| Outstanding Options (Unexercisable) | 165,667 @ $1.20 (1/31/2034) | Dec 31, 2024 | From outstanding awards table |
| Unvested RSUs (units; market value) | 47,334 RSUs; $117,388 | Dec 31, 2024 | Valued at $2.48 per share |
| Market Price Reference | $2.48 closing price | Dec 31, 2024 | Used for award valuations |
| In‑the‑money Option Value (Illustrative) | ~$424,106 for 331,333 @ $1.20; ~$311,773 for 255,552 @ $1.26 | Dec 31, 2024 | Computed using $2.48 market price and strikes; underlying counts/price from table |
Employment Terms
| Provision | Summary | Notes |
|---|---|---|
| Employment agreements | Interim CEO letter (Jan 2024) and CEO employment agreement (Feb 2025) | Agreements govern severance and equity terms |
| Severance (non‑CoC Qualifying Termination) | 12 months base salary; payout of approved/unpaid prior‑year bonus; 12 months COBRA premium contributions | Applies to termination without cause, for good reason, death/disability, or non‑renewal by the Company (definitions in agreement) |
| Severance (CoC Qualifying Termination) | 18 months base salary; additional lump sum = 150% of target bonus; 18 months COBRA premium contributions | For terminations within 3 months prior to or 12 months after a Change of Control |
| Equity vesting on CoC (CEO employment agreement) | If termination occurs near/after CoC, all unvested options/awards become fully vested at CoC or termination date, subject to assumption/substitution by acquirer | Double‑trigger structure around CoC window |
| Equity vesting on CoC (Interim CEO letter) | 2024 equity awards accelerate vesting and exercisability in full upon a Change in Control (single‑trigger) | Single‑trigger acceleration for interim grants |
| Clawbacks | Incentive Compensation Recoupment Policy adopted Nov 2023 under SEC/Nasdaq rules; SOX 304 reimbursement if restatement due to misconduct | Policy applies to incentive compensation on/after Oct 2, 2023 |
| Repricing | 2025 Equity Incentive Plan prohibits option/SAR repricing without stockholder approval | Governance safeguard |
| Anti‑hedging/pledging | Prohibits short sales, options, hedging, margin accounts, pledging | Alignment safeguard |
| CoC definition | >50% voting power transfer, major asset/IP disposition, or board turnover beyond Incumbent Board; Section 409A compliant | Detailed plan definition |
Director Compensation (Board Service)
- As Interim CEO effective January 17, 2024, Walker stopped receiving non‑employee director compensation; director compensation and annual equity grants apply only to non‑employee directors .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprised of Dr. Anand Mehra (Chair) and William Humphries; met four times in 2024; CEO excluded from deliberations on his own compensation .
- Consultant: Pearl Meyer engaged in 2024 as independent adviser; assessed compensation practices, recommended peer group, and assisted incentive design; Committee determined no conflicts of interest .
- Program philosophy: Majority of compensation delivered via long‑term incentives; annual bonus funding based on corporate and individual goals; despite disappointing 2024 say‑on‑pay, no significant program changes were made .
Risk Indicators & Red Flags
- Say‑on‑pay: 2024 advisory vote results characterized as “disappointing”; Committee attributed to stock price decline and made no major changes—monitor for continued shareholder dissent .
- Dual role: Combined Chair/CEO may raise independence concerns; mitigated by Lead Independent Director and independent committees .
- Single‑trigger acceleration: Interim 2024 grants fully accelerate on CoC (single‑trigger), a shareholder‑unfriendly feature increasing potential payout on change‑in‑control regardless of termination .
- Anti‑hedging/pledging and clawbacks: Policies in place reduce misalignment risk and enable recovery on restatements .
- Repricing: Explicitly prohibited under 2025 Plan, reducing pay‑design risk .
Investment Implications
- Alignment: Walker holds meaningful equity (2.9% ownership) with low‑strike options in‑the‑money at year‑end 2024, aligning incentives to equity appreciation; hedging/pledging prohibitions and clawbacks further support alignment .
- Retention and supply overhang: 2024 awards vest monthly through May 1, 2025; scheduled vesting and option liquidity could create episodic selling pressure if Form 4s show dispositions—watch monthly vest dates and 10b5‑1 plans for signals .
- CoC economics: CEO agreement provides 18 months salary, 150% target bonus, COBRA, and broad equity acceleration in CoC‑related terminations; interim grants have single‑trigger acceleration—M&A scenarios would likely increase total change‑in‑control payouts and shorten time‑to‑liquidity .
- Governance: Combined Chair/CEO structure persists; mitigants include a strong Lead Independent Director and independent committee oversight. 2024 say‑on‑pay pushback warrants monitoring of future votes and any program adjustments to reduce shareholder concerns .
Citations: All facts and figures above are sourced from ACRS’s DEF 14A filed April 24, 2025. Specific citations are embedded inline in each section.