Claude Maraoui
About Claude Maraoui
Claude Maraoui, 59, is Founder, President, Chief Executive Officer, and a Director of Journey Medical Corporation (DERM). He has over 30 years in dermatology commercialization, led >$1.2B in revenue at Medicis, and played a key role in the 2012 $2.6B sale of Medicis to Valeant/Bausch Health . Education: B.S. in Marketing from Rutgers University; member of the American Academy of Dermatology . Director since 2016; employment agreement dated September 22, 2014 . Company performance highlights during his tenure include FDA approval of Emrosi (minocycline HCl ER 40 mg) on Nov 1, 2024 and initial supply in March 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Journey Medical Corporation | Founder; President & CEO; Director | Director since 2016 | Led portfolio growth; drove FDA approval and launch planning of Emrosi |
| Medicis Pharmaceutical Corporation (NYSE: MRX) | VP Dermatology Sales; Sales/Marketing leadership (aesthetics & therapeutic divisions) | 21 years; culminated 2012 | Responsible for >$1.2B revenue; commercialized Solodyn, Dynacin, Loprox, Ziana; led aesthetics brands (Dysport, Restylane, Perlane); key role in $2.6B sale to Valeant; post-merger formation of largest U.S. dermatology company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Academy of Dermatology | Member | Not disclosed | Professional engagement in dermatology community |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $550,000 | $566,500; increased to $583,495 effective post-2024 |
| Target Annual Bonus (% of Salary) | 100% (prior policy; decreased subsequently) | Up to 75% of salary |
| Actual Non-Equity Incentive Paid ($) | $371,250 | $395,134 (earned 93% of target based on financial, IR, BD, clinical milestones) |
| All Other Compensation ($) | $13,200 (401(k) employer contribution) | $13,800 (401(k) employer contribution) |
Observation: 2024 pay mix shifted toward equity, with $1.62M stock awards vs. none in 2023; cash incentive remained tied to operational and development milestones .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Milestone Bonus (2024) | Financial results, investor relations, business development, clinical development milestones | Not disclosed | 75% of base salary | 93% of target; $395,134 paid | Cash (annual) |
| RSUs (Grant 7/21/2022) | Time-based | N/A | 150,000 units | Unvested; MV $586,500 at 12/31/24 | 50% vests 7/21/2025; 50% vests 7/21/2026 |
| RSUs (Grant 1/3/2024) | Time-based | N/A | 116,667 units | Unvested; MV $456,168 at 12/31/24 | 50% vests 7/31/2025; 50% vests 7/31/2026 |
| RSUs (Grant 5/1/2024) | Time-based | N/A | 175,000 units | Unvested; MV $684,250 at 12/31/24 | 1/3 vests 5/1/2025; 1/3 vests 5/1/2026; 1/3 vests 5/1/2027 |
| Stock Options (Grant 10/19/2015) | Service-based | N/A | 1,250,000 | Exercisable; strike $0.065; expires 10/19/2025 | Exercisable now |
Notes:
- Market values reflect $3.91 closing price on 12/31/24 used in the proxy .
- No performance share units (PSUs) disclosed; RSUs are time-based .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 2,027,306 shares; 8.77% of common stock |
| Composition | Includes 1,250,000 stock options (exercisable); 58,333 RSUs vesting within 60 days of 4/14/2025; 57,493 vested RSUs deferred under the Deferred Compensation Plan |
| Upcoming Vesting Supply | 441,667 unvested RSUs scheduled: 150,000 (7/21/2025 & 7/21/2026), 116,667 (7/31/2025 & 7/31/2026), 175,000 (5/1/2025, 5/1/2026, 5/1/2027) |
| Options | 1,250,000 exercisable; $0.065 strike; expiration 10/19/2025 |
| Hedging/Pledging | Insider Trading Policy prohibits speculative trading including hedging, options and short sales; no pledging disclosure found |
| Ownership Guidelines | Not disclosed |
Employment Terms
- At-will employment; Employment Agreement dated September 22, 2014 .
- Severance:
- Without Cause / Good Reason: 12 months base salary starting day 60 post-termination; pro-rata annual bonus for year of termination; up to 12 months COBRA premiums (or earlier if eligible for other coverage) .
- Death/Complete Disability: 90 days base salary starting day 60; pro-rata annual bonus for year of termination .
- Change-of-Control: Not disclosed .
- Clawback: Nasdaq-compliant policy to recover erroneously awarded incentive compensation upon required financial restatement, covering last 3 completed fiscal years .
- Deferred Compensation: 57,493 vested RSUs deferred under Company plan .
Board Governance
- Role/History: Director since 2016; President & CEO; signs proxy as CEO .
- Independence: Company is a “controlled company” under Nasdaq due to Fortress Biotech’s >50% voting power; 4 of 6 directors affirmed independent (Herskowitz, Pearce, Smith, Toledano) .
- Committee Memberships: Audit (Herskowitz—Chair; Smith; Toledano) ; Compensation (Smith—Chair; Pearce; Herskowitz) . Maraoui is not listed on Audit or Compensation .
- Executive Sessions & Attendance: Each regular Board meeting includes an executive session; all incumbent directors attended ≥75% of Board and committee meetings in 2024 .
- CEO/Chair Dual Role Implications: CEO role is separate from Executive Chairman (Dr. Rosenwald); mitigates CEO+Chair concentration risk, though controlled company exemptions reduce independent-majority requirements .
Director Compensation (for context; non-employee directors)
- Program: $50,000 annual retainer; $10,000 additional retainer for Audit Chair; annual equity grant ~$50,000; initial equity award 30,000 units vesting over 3 years .
- 2024 totals (examples): Herskowitz $110,000; Rosenwald $100,000; Smith $100,000; Pearce $187,713 (appointed July 2024; includes initial equity) .
- Employee directors (e.g., Maraoui) are not included in the non-employee director compensation table .
Performance & Track Record
- Company achievements under Maraoui’s leadership: FDA approval of Emrosi (minocycline HCl ER 40 mg) for inflammatory lesions of rosacea; initial supply in March 2025; sales promotion beginning April 2025 .
- Strategic portfolio execution (Amzeeq, Zilxi acquisitions and MST™ platform; Qbrexza out-licensing to Maruho in Asia) .
- Risk disclosures: Company disclosed substantial doubt regarding ability to continue as a going concern, indicating financing needs and potential operational constraints .
Related Party Transactions (Governance signals)
- Shared Services with Fortress (legal, finance, regulatory, R&D); reimbursements < $0.1M (2024) and $0.1M (2023); amounts due to related party ~$0.5M (2024) and ~$0.2M (2023) .
- Tax matters with Fortress: Historical consolidation and treatment of NOL benefits as capital contributions; Fortress ownership 44.51% as of 12/31/24 .
Compensation Structure Analysis
- Mix shift: 2024 introduced significant equity grants ($1.62M RSUs) vs. 2023 with no stock awards, increasing long-term alignment while maintaining cash incentives tied to operational and development milestones .
- Bonus construct tightened: Target bonus reduced from 100% to 75% of salary, emphasizing prudent risk and goal calibration; actual 93% of target reflects achievement in financial, investor relations, BD, and clinical milestones .
- No PSP/TSR metrics disclosed; equity awards are time-based RSUs with multi-year vesting through 2027 .
Equity Ownership & Alignment (Detail table)
| Component | Amount | Key Dates/Terms |
|---|---|---|
| Beneficial Ownership | 2,027,306 shares (8.77%) | Includes options and RSUs detailed below |
| Options (Exercisable) | 1,250,000 | Strike $0.065; expires 10/19/2025 |
| RSUs (Unvested) | 150,000 | 50% on 7/21/2025; 50% on 7/21/2026 |
| RSUs (Unvested) | 116,667 | 50% on 7/31/2025; 50% on 7/31/2026 |
| RSUs (Unvested) | 175,000 | 1/3 on 5/1/2025; 1/3 on 5/1/2026; 1/3 on 5/1/2027 |
| Deferred RSUs (Vested) | 57,493 | Deferred under Company plan |
Policy note: Hedging, options trading, and short sales are prohibited under the Insider Trading Policy applicable to Journey and certain Fortress subsidiaries . Pledging not disclosed .
Employment & Contracts
| Term | Provision |
|---|---|
| Employment Status | At-will; Employment Agreement dated Sept 22, 2014 |
| Base Salary (2024; current) | $566,500 (raised to $583,495 post-2024) |
| Bonus Opportunity | Up to 75% of salary; goal-based; 93% of target earned in 2024 |
| Severance (W/O Cause or Good Reason) | 12 months base (starting day 60), pro-rata annual bonus, up to 12 months COBRA premiums |
| Severance (Death/Disability) | 90 days base (starting day 60), pro-rata annual bonus |
| Change-of-Control | Not disclosed |
| Clawback | Recovery of erroneously awarded incentive comp upon restatement; last 3 fiscal years |
| Deferred Compensation | RSU deferrals recorded (57,493) |
Say-on-Pay & Shareholder Feedback
- Emerging Growth Company: Journey uses scaled disclosure and is exempt from non-binding advisory vote on executive compensation .
Board Service History & Committee Roles
- Board service: Director since 2016; CEO role concurrently held .
- Committees: Not a member of Audit or Compensation (members listed exclude Maraoui) .
- Dual-role implications: Separation of CEO and Executive Chairman roles mitigates concentration; however, controlled company status permits exemptions from certain Nasdaq governance requirements, reducing independence constraints vs. typical non-controlled issuers .
Risk Indicators & Red Flags
- Controlled Company: Fortress holds more than 50% voting power; “controlled company” exemptions apply (e.g., independent-majority and fully independent committees not required) .
- Going Concern: Substantial doubt noted; financing and strategic prioritization risks present .
- Related-Party Ties: Ongoing shared services and balances due to Fortress .
- Compliance Policies: Hedging/speculative trading prohibited; Clawback policy adopted; reduces misalignment risk for incentive-based pay upon restatement .
- Executive Equity Supply: Material RSU vesting across 2025–2027 and low-strike options expiring in 2025 could present episodic selling pressure signals depending on 10b5-1 plans and liquidity needs (no Form 4 activity cited here) .
Investment Implications
- Alignment: 2024 equity-heavy grants and ongoing unvested RSUs create multi-year alignment; prohibitions on hedging improve alignment quality .
- Retention: Severance (12 months salary + pro-rata bonus) is standard; multi-year RSU vesting through 2027 supports retention; no disclosed change-of-control acceleration reduces takeover windfalls .
- Trading Signals: 441,667 RSUs vesting over 2025–2027 and 1.25M deep in-the-money options expiring in Oct 2025 can catalyze insider liquidity events; monitor Form 4s and 10b5-1 plans to gauge supply pressure around vest dates and option expiry .
- Governance: CEO separate from Executive Chairman mitigates dual-role risk, but controlled company status and related-party ties warrant governance discount vs. peers; nonetheless, four independent directors and active Audit/Compensation committees provide oversight .
- Execution: Emrosi approval underpins near-term growth potential; however, company’s disclosed going concern risks suggest capital raise needs and possible operating constraints, which may influence incentive goal-setting and payout outcomes in 2025–2026 .