Joseph Benesch
About Joseph Benesch
Joseph Benesch is Journey Medical Corporation’s Chief Financial Officer (CFO) since April 26, 2024, after serving as Interim CFO from January 27, 2023; he joined Journey as Corporate Controller in November 2021 . He is 58, a Certified Public Accountant, and holds a BA in accounting from Wilkes University . His incentive plan emphasizes EBITDA, cash, treasury, collections/AR, and overall financial management, with a 40% of salary bonus target and 95% achievement in 2024 . Company performance context during his tenure is shown below.
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $44,531,000* | $63,134,000 | $70,995,000 | $59,662,000 | $55,134,000 |
| EBITDA ($USD) | $9,276,000* | -$16,367,000* | -$23,240,000* | $4,837,000* | -$10,253,000* |
Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Journey Medical Corporation | CFO | Apr 2024 – Present | Leads finance with focus on EBITDA and cash discipline . |
| Journey Medical Corporation | Interim CFO | Jan 2023 – Apr 2024 | Stabilized finance organization post prior CFO departure . |
| Journey Medical Corporation | Corporate Controller | Nov 2021 – Apr 2024 | Built SEC/GAAP reporting and controls . |
| Teligent Pharma Inc. | Principal Accounting Officer, VP & Corporate Controller | Jun 2021 – Nov 2022 | Led accounting at specialty generics firm . |
| Torrent Pharmaceuticals Ltd. | Corporate Controller | Nov 2018 – Jun 2021 | Managed U.S. subsidiary of multinational pharma . |
| The Pine Hill Group | Director | Nov 2017 – Nov 2018 | Advisory roles in accounting/finance . |
| Merrill Lynch | Vice President, Finance | Dec 2005 – Apr 2007 | Corporate finance leadership . |
| Prudential Financial | Director of Financial Reporting | Nov 1998 – Dec 2005 | Led SEC reporting . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public directorships or external governance roles identified in proxy filings . |
Fixed Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $309,000 (rate increased to $318,270 post-appointment) |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Bonus Paid ($) | $103,200 | $117,420 |
| Bonus Achievement (% of Target) | 86% | 95% |
| All Other Compensation ($) | $5,835 (401(k) match) | $7,668 (401(k) match) |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 | EBITDA, financial results; cash, treasury, collections/AR; overall financial management | Not disclosed | 40% of salary | 95% of target | $117,420 | Annual cash, post-year review |
| 2023 | Financial, investor relations, business development, clinical development milestones | Not disclosed | 40% of salary | 86% of target | $103,200 | Annual cash, post-year review |
Notes:
- As an Emerging Growth Company, Journey provides scaled compensation disclosures and is exempt from CD&A and say-on-pay votes .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (shares) | Ownership % | Components/Notes |
|---|---|---|---|
| Apr 14, 2025 | 74,287 | <1% | Includes 26,666 RSUs vesting within 60 days and 4,128 vested RSUs deferred under the Deferred Compensation Plan . |
| Apr 26, 2024 | 16,543 | <1% | CEO- and board-controlled company; Fortress owned 49.37% at that date . |
- Hedging and speculative trading in Company securities are prohibited; pledging not specifically disclosed .
- Equity Compensation Plans outstanding and available shares are disclosed at the plan level -.
Equity Awards (RSUs and Options)
| Grant Date | Instrument | Shares | Vesting Schedule | Market/Fair Value Reference |
|---|---|---|---|---|
| Jul 21, 2022 | RSUs | 25,000 | One-third on Jul 21, 2024, Jul 21, 2025, Jul 21, 2026 | Market value $216,000 at 12/29/2023; $97,750 at 12/31/2024 price basis . |
| Jan 3, 2024 | RSUs | 53,334 | Half on Jul 31, 2025 and Jul 31, 2026 | Market value $208,536 at 12/31/2024 ($3.91/share) . |
| May 1, 2024 | RSUs | 80,000 | One-third on May 1, 2025, 2026, 2027 | Market value $312,800 at 12/31/2024 ($3.91/share) . |
| 2024 Awards (aggregate) | Stock Awards (ASC 718 fair value) | — | — | $741,600 grant-date fair value . |
Notes:
- No options are outstanding for Benesch per NEO tables; CEO retains legacy options .
Employment Terms
| Item | Detail |
|---|---|
| Employment Status | At-will; no written employment agreement for Benesch . |
| CFO Effective Date | April 26, 2024 . |
| Base Salary | $309,000 in 2024; increased to $318,270 thereafter . |
| Annual Bonus | Up to 40% of salary; metrics include EBITDA/financial results and cash/treasury/collections/AR management . |
| Severance | Not disclosed for Benesch; CEO severance disclosed separately . |
| Change-in-Control | Under the 2015 Stock Plan, if awards are not assumed, RSUs vest immediately at closing; if assumed, “double-trigger” acceleration upon termination by Company without Cause or by grantee for Good Reason within 60 days pre- and 180 days post-acquisition . |
| Clawback | Nasdaq-compliant policy to recoup erroneously awarded incentive comp for the 3 preceding fiscal years following a required restatement due to material non-compliance . |
| Hedging/Pledging | Hedging and speculative trading prohibited; pledging not specifically addressed in filings . |
| 401(k) Plan | Company matches 100% of 4% of eligible compensation; immediate vesting . |
Risk Indicators & Red Flags
- Controlled company with Fortress holding >50% voting power historically; governance exemptions in place .
- Delinquent Section 16 filings for Jan 3, 2024 and May 1, 2024 RSU grants for Benesch and the CEO due to administrative oversight .
- No explicit severance terms disclosed for the CFO; retention relies on ongoing equity awards and at-will status .
- Clawback policy reduces risk of inappropriate payouts; hedging prohibited, reducing misalignment risk .
Compensation Structure Analysis
- Cash/equity mix increased in 2024 with $741,600 of stock awards (RSUs) replacing options, indicating lower risk equity and stronger retention alignment .
- Bonus targets remained at 40% of salary with high achievement (95% in 2024), driven by EBITDA and cash management—clear operational linkage to shareholder value .
- Plan-level change-in-control protections use single-trigger vesting if awards aren’t assumed and double-trigger if assumed, providing competitive protection without tax gross-up disclosures .
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, Journey is exempt from non-binding say-on-pay votes and provides scaled disclosures .
Expertise & Qualifications
- CPA; extensive controllership and SEC/GAAP reporting experience across public and private pharma and financial institutions .
- Education: BA in accounting, Wilkes University .
Work History & Career Trajectory
- Progressive leadership across finance, accounting, and reporting in pharma and financial services; internal promotion from Corporate Controller to CFO within Journey .
Investment Implications
- Upcoming RSU vesting tranches (May 1, 2026/2027; Jul 31, 2025/2026; Jul 21, 2025/2026) could create periodic insider selling pressure as shares vest; monitor Form 4 activity around these dates .
- CFO incentives tied to EBITDA and cash management align with near-term profitability and liquidity priorities; 95% bonus achievement in 2024 signals execution against financial KPIs .
- Beneficial ownership remains modest (<1%), but multi-year RSU grants enhance retention; absence of disclosed CFO severance elevates theoretical mobility risk, partially mitigated by plan-level CoC acceleration .
- Governance: controlled company status persists; investors should weigh governance exemptions versus operational execution improvements evidenced by bonus outcomes .
References:
- Executive background, compensation, equity awards, ownership, and policies: 2025 DEF 14A **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:24]** **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:25]** **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:26]** **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:28]** **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:29]** **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:30]** **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:31]** **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:34]** **[1867066_0001104659-25-041214_tm252481-6_def14a.htm:35]**.
- Prior-year context and plan terms: 2024 DEF 14A **[1867066_0001104659-24-054010_tm242869-1_def14a.htm:24]** **[1867066_0001104659-24-054010_tm242869-1_def14a.htm:25]** **[1867066_0001104659-24-054010_tm242869-1_def14a.htm:27]** **[1867066_0001104659-24-054010_tm242869-1_def14a.htm:28]** **[1867066_0001104659-24-054010_tm242869-1_def14a.htm:32]** **[1867066_0001104659-24-054010_tm242869-1_def14a.htm:34]**-**[1867066_0001104659-24-054010_tm242869-1_def14a.htm:44]**.
- Appointment timeline: 8-Ks on Interim CFO and permanent CFO appointments **[1867066_0001104659-23-005408_tm234058d1_8k.htm:1]** **[1867066_0001104659-24-055725_tm2413228d1_8k.htm:1]**.
- Company performance table values retrieved from S&P Global via GetFinancials.