Michael Pearce
About Michael Pearce
Michael Pearce, 62, is an independent director of Journey Medical Corporation (DERM), appointed in July 2024. He is a healthcare-focused principal investor with prior board and operating experience, including advisory/board roles at EP Group/Evening Post Industries (EPI), Chairman of Range Therapeutics, and Chairman/interim CEO at Pernix Therapeutics; he has served on boards of former biopharma companies Myrexis, Inc. and Affymax, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EP Group / Evening Post Industries (EPI) | Advisor and Board Member | Since 2015 | Served on Audit, Compensation, and Investment Committees |
| Pernix Therapeutics, Inc. | Chairman; interim CEO | Prior to DERM appointment (dates not disclosed) | Led listing on NYSE Amex; operating oversight |
| Myrexis, Inc. | Director | Prior (dates not disclosed) | Public biopharma experience |
| Affymax, Inc. | Director | Prior (dates not disclosed) | Public biopharma experience |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Range Therapeutics | Chairman | Healthcare advisory | Current role |
| EP Group / EPI | Advisor and Board Member | Diversified holdings | Served on audit, compensation, investment committees |
| Myrexis, Inc. | Director (former) | Biopharma | Past public company directorship |
| Affymax, Inc. | Director (former) | Biopharma | Past public company directorship |
Board Governance
- Board composition and independence: DERM’s Board has six members; Pearce is one of four directors deemed independent by Nasdaq standards (others: Herskowitz, Smith, Toledano). DERM is a “controlled company” under Nasdaq due to Fortress Biotech’s >50% voting power and may rely on governance exemptions, though it maintains an independent Compensation Committee .
- Committee assignments: Compensation Committee member (chair: Justin Smith); Audit Committee members are Herskowitz (chair), Smith, Toledano (Pearce is not on Audit) .
- Attendance and engagement: In 2024 the Board held four meetings plus five unanimous written consents; all incumbent directors standing for election attended at least 75% of Board/committee meetings; directors are expected to attend the annual meeting, and all attended in 2024 by teleconference .
- Executive sessions: Each regularly scheduled Board meeting includes an executive session among independent directors and senior management .
- Corporate charter & protections: In June 2025, stockholders approved the Fourth Amended and Restated Charter providing officer exculpation, aligning officer protections with directors under DGCL §102(b)(7) . The charter also contains corporate opportunity renunciation for non-employee directors and Class A holders (Article XIII) .
- Insider Trading Policy: Adopted January 2024; prohibits hedging, speculative trading, options transactions, and short sales in Company securities .
Fixed Compensation
| Component | Policy | Pearce’s 2024 Actual |
|---|---|---|
| Annual cash retainer | $50,000, paid quarterly in advance | $23,913 (pro-rated for partial year) |
| Audit Committee Chair fee | $10,000 (additional) | Not applicable (not Audit Chair) |
| Meeting/committee fees | Not disclosed | Not disclosed |
Performance Compensation
| Equity Award | Grant Value / Shares | Vesting Schedule | Pearce’s 2024 Actual |
|---|---|---|---|
| Initial Director Equity | 30,000 RSUs/options/stock (director’s choice) | Equal installments over 3 years, subject to continued service | 30,000 RSUs granted; stock awards fair value $163,800 |
| Annual Director Equity | $50,000 grant (RSUs/options/stock) after each AGM | Vests in full on first anniversary, subject to continued service | Eligible pro‑rated 2024; included within stock awards line |
Notes: Non-employee directors select equity type at grant; Pearce’s 8-K confirms RSUs (30,000 initial; $50,000 annual grant, both pro-rated as applicable) . Director equity awards are time-based; no performance conditions disclosed .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk |
|---|---|---|
| EP Group/EPI | Private diversified holding company | Served on audit/comp/investment committees; no DERM transactions disclosed |
| Range Therapeutics | Private advisory firm | No related-party transactions disclosed |
| Pernix Therapeutics | Public specialty pharma (historical) | No current interlock with DERM; historical role |
| Myrexis, Affymax | Public biopharma (historical) | No current interlock with DERM; historical role |
Expertise & Qualifications
- Healthcare principal investor and operator with audit/compensation committee experience; past chair/interim CEO experience in specialty pharma .
- Exposure to diversified industries via EPI (home healthcare, media, logistics, real estate, pharma) .
Equity Ownership
| Item | Amount | As-of / Policy |
|---|---|---|
| Beneficially owned shares | 0 | As of April 14, 2025; <1% ownership |
| Unvested RSUs | 30,000 | As of Dec 31, 2024 (director RSU count) |
| Hedging/Pledging | Hedging, options trading, and short sales prohibited; pledging not disclosed | Insider Trading Policy (Jan 2024) |
| Deferred compensation | Directors may defer cash fees and RSUs under a nonqualified plan adopted July 9, 2024 | Director/Executive Deferred Compensation Plan |
Say‑on‑Pay & Shareholder Feedback
- Emerging growth company: DERM is exempt from holding a non-binding say‑on‑pay advisory vote; scaled executive compensation disclosures apply .
- 2025 Director Election Results: Pearce received 26,070,024 “For” votes vs. 113,345 “Withheld”; broker non‑votes 6,319,771, indicating strong support .
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Michael Pearce (2025 AGM) | 26,070,024 | 113,345 | — | 6,319,771 |
| Ratify KPMG LLP (2025 AGM) | 32,468,451 | 10,433 | 24,256 | — |
| Approve Fourth Amended Charter (Officer Exculpation) | 25,373,988 | 798,994 | 10,387 | 6,319,771 |
Governance Assessment
-
Strengths
- Independent status and appointment to Compensation Committee; committee comprises independent directors per Board determination .
- Strong shareholder support in 2025 election; aligns with investor confidence .
- No related-party transactions involving Pearce disclosed; 8‑K confirms no Item 404(a) transactions at appointment; Related‑Person Transactions section shows no Pearce-linked items .
- Insider Trading Policy prohibits hedging and speculative trading, supporting alignment .
-
Watch items / RED FLAGS
- Controlled company exemptions: DERM may forgo majority-independent board or fully independent committees; although Compensation Committee is independent, overall controlled status can constrain governance checks .
- Corporate opportunity renunciation for non‑employee directors and Class A holders (Article XIII) may reduce obligations to present opportunities to DERM; monitor for potential conflicts, especially given Pearce’s external advisory roles .
- Officer exculpation added in 2025 reduces personal monetary liability for fiduciary breaches by officers; while market-standard, investors may scrutinize accountability balance .
-
Compensation and alignment signals
- Director pay is modest in cash with equity grants that vest over time, supporting long‑term alignment; Pearce’s 2024 compensation comprised a prorated cash retainer and an initial RSU grant .
- Deferred Compensation Plan permits deferral of RSUs and fees, potentially smoothing ownership accumulation but also delaying visible “skin‑in‑the‑game” metrics .
- As of April 2025, Pearce reported no beneficially owned common shares; unvested RSUs indicate alignment building via vesting rather than immediate ownership .
Appendix: Committee Composition (2024)
- Audit Committee: Neil Herskowitz (Chair), Justin Smith, Miranda Toledano .
- Compensation Committee: Justin Smith (Chair), Michael Pearce, Neil Herskowitz .