Lindsay A. Rosenwald, M.D.
About Lindsay A. Rosenwald, M.D.
Executive Chairman of the Board of Directors at Journey Medical Corporation (DERM); age 70; director since Company inception and Executive Chairman since October 2014. He is not independent under Nasdaq rules (Board identified four independent directors and did not include him). He holds a B.S. in finance from Pennsylvania State University and an M.D. from Temple University School of Medicine, and is a long-time biotech entrepreneur and investor with extensive founding and recapitalization experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paramount BioCapital, Inc. | Chairman | 1991–2008 | Led biotech investing/incubation platform. |
| Cougar Biotechnology, Inc. | Founder | 2006–2009 (sale) | Built to Phase 2; sold to J&J for nearly $1B cash; asset became Zytiga with multi‑billion sales. |
| Keryx Biopharmaceuticals, Inc. | Founder | 1994–2018 (merger) | Ferric Citrate (Zerenex) FDA-approved; merged into Akebia Therapeutics in 2018. |
| TG Therapeutics, Inc. | Co‑Founder | 2012– | Developed ublituximab/umbralisib; cited >$7.2B market cap as of Jan 2021. |
External Roles
| Company | Exchange/Ticker | Role | Since | Notes |
|---|---|---|---|---|
| Fortress Biotech, Inc. | Nasdaq: FBIO | Chairman, President & CEO; Director | Director since Oct 2009; CEO/Chair since Dec 2013 | DERM’s controlling stockholder; central to potential interlocks. |
| Avenue Therapeutics, Inc. | OTC: ATXI | Director | — | Fortress‑affiliated ecosystem company. |
| Checkpoint Therapeutics, Inc. | Nasdaq: CKPT | Director | — | Fortress‑affiliated; DERM director Neil Herskowitz chairs CKPT Audit Committee (interlock). |
| Mustang Bio, Inc. | Nasdaq: MBIO | Director | — | Fortress‑affiliated; DERM director Herskowitz also serves on MBIO board (interlock). |
| Aevitas, Baergic, Cellvation, Cyprium, Helocyte, Oncogenuity, Urica (private) | — | Director | — | Fortress ecosystem companies. |
Board Governance
- Role and independence: Executive Chairman; not independent under Nasdaq criteria; Board classifies DERM as a “controlled company” due to Fortress owning >50% voting power.
- Committee assignments: Not listed as a member of Audit (Herskowitz Chair; members Smith, Toledano) or Compensation (Smith Chair; members Pearce, Herskowitz). DERM has no standing Nominating/Governance Committee; a majority of independent directors recommend nominees.
- Attendance and engagement: 2024 Board held four meetings plus five unanimous written consents; each incumbent director standing for election attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting by teleconference. Regular meetings include an “executive session” with independent directors, the CEO, and the CFO.
- Controlled company exemptions: Not required to have a majority‑independent Board or fully independent committees (DERM voluntarily staffs Compensation with independent directors).
- Corporate opportunity waiver: Charter broadly renounces “Excluded Opportunities” for non‑employee directors and holders of Class A common (including affiliates), a meaningful conflict‑risk shield typical of controlled companies.
- Hedging policy: Insider Trading Policy prohibits hedging, speculative trading, options, and short sales by directors/officers/employees.
Fixed Compensation (Director)
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly in advance under Non‑Employee Directors Compensation Plan. |
| Committee chair fees | $0 | Audit Chair receives +$10,000; Rosenwald is not Audit Chair. |
| Meeting fees | $0 | Not disclosed/none specified. |
| Total Cash Received (2024) | $50,000 | As reported in Director Compensation Table. |
Performance Compensation (Director)
| Award Type | Grant Policy | 2024 Grant Value | Vesting | Unvested RSUs Outstanding (12/31/24) |
|---|---|---|---|---|
| Annual equity (director) | $50,000 grant date value; form selected by director (RSU/stock/options) | $50,000 | Annual award vests in full on 1‑year anniversary, subject to service | 9,728 RSUs for Rosenwald as of 12/31/24 |
| Initial equity (on appointment) | 30,000 units (RSU/stock/options) | — (legacy) | Vests in 3 equal annual installments | Plan terms; specific to initial appointment |
- No performance‑conditioned metrics are disclosed for director equity; grants are time‑based and service‑conditioned, not tied to revenue, EBITDA, TSR, or ESG goals.
Other Directorships & Interlocks
| Counterparty | Interlock / Potential Influence | Details |
|---|---|---|
| Fortress Biotech (FBIO) | Control relationship | Fortress beneficially controls >50% voting power; Rosenwald is Fortress CEO/Chair; DERM qualifies as controlled company. |
| Checkpoint Therapeutics (CKPT) | Board overlap | Rosenwald director; DERM director Herskowitz is CKPT Audit Chair. |
| Avenue Therapeutics (ATXI) | Board overlap | Rosenwald director; Herskowitz also a director. |
| Mustang Bio (MBIO) | Board overlap | Rosenwald director; Herskowitz also a director. |
Expertise & Qualifications
- Finance and medicine credentials (B.S. finance; M.D.), plus 30+ years building and financing biotech firms.
- Track record of company creation/exit: Cougar (sale to J&J ~ $1B), Keryx (FDA approval; merger), TG Therapeutics (noted $7.2B market cap as of Jan 2021).
- Governance experience across multiple public/private boards in Fortress ecosystem.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Key Notes |
|---|---|---|---|
| Lindsay A. Rosenwald, M.D. | 820,715 | 3.55% | Includes 500,000 shares acquirable from Fortress holdings upon exercise of fully vested warrants. |
| Fortress Biotech, Inc. | 9,860,467 | 42.66% | Includes 6,000,000 Class A convertible 1:1 and 500,000 warrant shares; Class A has enhanced voting rights. |
- RSUs: Rosenwald held 9,728 unvested RSUs as of 12/31/24 under the director program.
- Pledging/Hedging: Hedging/shorting prohibited by policy; no pledging disclosure specific to Rosenwald.
Governance Assessment
- Strengths:
- Deep sector expertise and capital formation track record; broad network to support BD and financing.
- Board operates with independent Audit and Compensation committees; Audit Chair qualifies as “financial expert.”
- Hedging/shorting prohibited; clawback policy for executives aligns with Nasdaq rules.
- Director engagement: at least 75% attendance; annual meeting participation.
- Risk indicators / RED FLAGS:
- Controlled company: Fortress >50% voting power; Rosenwald runs the controller; not independent. Minority shareholder protections are structurally weaker under Nasdaq exemptions.
- Corporate opportunity waiver: Broad renunciation for non‑employee directors and Class A holders increases conflict risk across Fortress ecosystem.
- Related‑party transactions: Shared services with Fortress; amounts modest but ongoing; due‑to‑related‑party balance at year‑end.
- Extensive interlocks across Fortress‑affiliated issuers (CKPT, ATXI, MBIO) may impact perceived independence/information flow.
Notes on Related Party Exposure
- Shared Services Agreement with Fortress: cost sharing for legal/finance/R&D; reimbursements of < $0.1m in 2024; due to related party balance ~$0.5m at 12/31/24.
- Tax matters with Fortress: historical consolidated filings; NOL usage treated as capital contribution, no repayment required.
Director Compensation Mix (2024)
| Cash vs. Equity | Amount | Mix |
|---|---|---|
| Cash retainer | $50,000 | 50% of total |
| Equity grant (RSUs/stock/options at director’s election) | $50,000 | 50% of total |
| Total | $100,000 | — |
Additional Board Process & Structure
- No standing Nominating/Governance Committee; a majority of independent directors handle nominations via Board resolutions.
- Voting structure: Class A common carried 3.14 votes per share on the record date; contributes to Fortress control.
Compliance & Disclosure
- Section 16(a): Company disclosed late filings in 2024 for RSUs to CEO/CFO due to administrative oversight; no late filing disclosure for Rosenwald.
- Emerging growth company: utilizes scaled compensation disclosures; not holding advisory say‑on‑pay at this time.
Overall, Rosenwald brings significant sector expertise and strategic network benefits but presents concentrated control and conflict‑of‑interest risks typical of a controlled company structure (controller CEO also serving as DERM Executive Chairman, extensive Fortress ecosystem interlocks, and a corporate opportunity waiver). Investors should weigh operational benefits against governance and minority protection risks.