Justin Smith
About Justin Smith
Justin Smith, age 51, has served as an independent director of Journey Medical Corporation (DERM) since July 2021. He co‑founded Skinbetter Science and previously served as President through its acquisition by L’Oréal in 2022; prior roles include Senior Vice President & GM, US Rx Dermatology at Bausch Health (via Medicis acquisition), and multiple senior marketing leadership positions at Medicis (1998–2012). He holds a B.B.A. in Marketing from James Madison University; the Board cites his dermatology industry expertise and extensive management experience as core credentials . The Board determined him independent under Nasdaq standards in 2023, 2024, and 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skinbetter Science | Co‑Founder; President (led commercial activities) | 2013–2022 (acquired by L’Oréal in 2022) | Built a leading physician‑dispensed skincare brand; led sale to L’Oréal |
| Bausch Health (NYSE: BHC) | SVP & GM, US Rx Dermatology Division | Through July 2013 | Led sales and marketing for largest division |
| Medicis Pharmaceutical (NYSE: MRX) | Senior VP, Marketing; various leadership roles | 1998–2012 | Member of Chairman’s Committee at time of acquisition by Valeant/Bausch |
External Roles
- No other current public company directorships disclosed for Smith in the past five years .
Board Governance
- Committees:
- Compensation Committee: Chair; members included Smith, Herskowitz and Paley (2023), Smith and Herskowitz (2024), and Smith, Pearce, Herskowitz (2025). The committee held 2 meetings in FY2023 and 2 in FY2024; responsibilities include CEO pay oversight, equity plan administration, and director compensation recommendations. Despite controlled company exemptions, all current members were determined independent .
- Audit Committee: Member; chaired by Neil Herskowitz. The committee held 1 meeting in FY2021, 4 in FY2022, and 4 in FY2024; Herskowitz is designated the audit committee financial expert. The committee oversees auditor independence, financial reporting, internal controls, and related‑party transactions .
- Attendance: In FY2022, FY2023, and FY2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board met 6 times in 2022, 6 in 2023, and 4 in 2024, with additional actions by unanimous written consent .
- Independence and controlled company status: Fortress Biotech beneficially owns >50% voting power; DERM utilizes Nasdaq controlled company exemptions, but the Board repeatedly determined Smith independent (governance positive with context of controller influence) .
- Executive sessions: Each regularly scheduled Board meeting includes an “executive session” that also includes the Executive Chairman (Rosenwald), CEO and CFO—meaning sessions are not solely independent director‑only, a governance caution for investor confidence .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual cash retainer ($) | $50,000 | $50,000 | $50,000 |
| Committee chair fees ($) | Audit Chair fee $10,000 applies to Audit Chair (Smith not Audit Chair) | Audit Chair fee $10,000 applies to Audit Chair (Smith not Audit Chair) | Audit Chair fee $10,000 applies to Audit Chair (Smith not Audit Chair) |
| Meeting fees | Not disclosed | Not disclosed | Not disclosed |
- Director compensation plan: $50,000 annual cash retainer; $10,000 additional annual retainer for the Audit Committee Chair. No separate fee disclosed for Compensation Committee Chair .
Performance Compensation
| Equity Component | Terms | Vesting | Notes |
|---|---|---|---|
| Initial equity award | 30,000 shares (RS, RSU or Options) | 1/3 annually over 3 years, time‑based | Granted upon election/appointment |
| Annual equity award | $50,000 grant‑date value (RS, RSU or Options) | 100% at first anniversary, time‑based | Granted following each annual meeting |
-
Performance metrics: Director equity awards are time‑based; no performance‑conditioned (TSR, EBITDA, ESG) criteria disclosed for director grants .
-
Unvested RSUs outstanding for Smith (year‑end):
Metric FY 2022 FY 2023 FY 2024 Unvested RSUs (shares) 34,245 37,472 9,728 -
Director grants are valued under ASC 718; FY2022 reflected larger grant‑date fair value ($203,300), normalizing to $50,000 in FY2023–FY2024, consistent with ongoing annual awards .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Smith .
- Controlled company interlock: Fortress Biotech’s Executive Chairman is DERM’s Executive Chairman; DERM maintains a shared services agreement with Fortress for certain personnel/services. Amounts were <~$0.1m in 2024 and $0.1m in 2023, with related party payables of ~$0.5m (2024) and ~$0.2m (2023); Audit Committee reviews related‑party transactions for arm’s‑length terms .
Expertise & Qualifications
- Dermatology commercial leadership and brand building (Skinbetter Science; Bausch/Medicis), senior marketing and GM experience; Board selected him for dermatology industry knowledge and management depth .
- Not designated the audit committee financial expert (that designation is held by Herskowitz) .
- Education: B.B.A., Marketing, James Madison University .
Equity Ownership
| Metric | As of Apr 25, 2022 | As of Dec 31, 2023 | As of Apr 14, 2025 |
|---|---|---|---|
| Shares beneficially owned | “<1%” (no count provided) | Not disclosed for Smith count in table | 134,717 shares; “<1%” of common stock |
| Shares outstanding reference | 11,380,844 common | — | 17,113,604 common; 6,000,000 Class A common |
| Unvested RSUs (see prior table) | 34,245 | 37,472 | 9,728 |
| Hedging/pledging | Company prohibits hedging, options, and short sales; no pledging policy disclosed in proxy |
Governance Assessment
- Strengths:
- Independent director repeatedly affirmed by Board; chairs Compensation Committee overseeing CEO pay and equity plan administration—key for pay‑for‑performance credibility .
- Consistent attendance (≥75%) and active committee service (Audit and Compensation) across years .
- Clear, transparent director pay structure with modest cash ($50k) and annual equity ($50k), aligning director interests via equity; anti‑hedging policy strengthens alignment .
- Adoption of clawback policy for executive incentive compensation (as Comp Chair, Smith would oversee recoupment decisions), positive governance signal .
- Watch items / red flags:
- Controlled company status with Fortress (>50% voting power) and shared services transactions may pose influence/conflict risks despite Audit Committee oversight and Smith’s independent status .
- Executive sessions include Executive Chairman, CEO, and CFO alongside independent directors, limiting fully independent deliberation optics .
- Section 16(a) filing timeliness: Smith had a late Form 4 for a January 14, 2022 transaction (filed April 4, 2022); a similar lateness noted in the 2022 proxy—administrative but noteworthy for compliance rigor .
- Compensation structure evolution: 2022 equity grant value ($203,300) stepped down to steady‑state $50,000 in 2023–2024, consistent with plan terms; cash retainer unchanged, no added fees for Comp Chair (only Audit Chair has incremental fee) .
Director Compensation (Detail)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned in Cash ($) | $50,000 | $50,000 | $50,000 |
| Stock Awards ($) | $203,300 | $50,000 (RSUs elected) | $50,000 |
| Total ($) | $253,300 | $100,000 | $100,000 |
Additional Context
- Board composition and nomination: DERM strives for a mix of talent/experience; independent directors interview candidates and review attendance/engagement when considering incumbents for re‑nomination .
- Auditor oversight: Audit Committee pre‑approves all auditor services; audit fees with KPMG were $890,300 (2023) and $949,000 (2024), with no non‑audit “other fees” billed—supporting auditor independence .
- Say‑on‑pay: As an emerging growth company, DERM is exempt from holding advisory votes on executive compensation, limiting direct shareholder feedback on pay design .