Miranda Toledano

About Miranda Toledano

Miranda Toledano (age 48) has served as an independent director of Journey Medical Corporation since 2021. She brings 25+ years of biotech C‑suite leadership, principal investing, capital markets, and strategic experience; she currently serves as CEO and a director of Entera Bio and previously held senior roles at TRIGR Therapeutics, Sorrento Therapeutics, MLV & Co., Royalty Pharma, and Ernst & Young Israel. She holds a B.A. in Economics from Tufts University and an MBA in Finance & Entrepreneurship from NYU Stern. Independence was affirmed by the Board in April 2025 under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit Committee comprised of Herskowitz (Chair), Smith, Toledano; held 4 meetings in 2024 .
• Compensation Committee: Justin Smith (Chair), Michael Pearce, Neil Herskowitz; Toledano is not a member; held 2 meetings in 2024 .
• Independence: Board determined Toledano is independent under Nasdaq standards in April 2025 .
• Attendance: Board held 4 meetings in 2024; each incumbent director standing for election attended at least 75% of Board and applicable committee meetings (includes Toledano) .
• Engagement: Each regularly scheduled Board meeting includes an executive session with independent directors, the Executive Chairman, CEO, and CFO .
• Nominating process: No standing nominating/governance committee; majority of independent directors recommend nominees via Board resolutions .
• Controlled company: Fortress Biotech beneficially owns >50% of voting power; company avails itself of certain Nasdaq controlled company exemptions .
• Hedging restrictions: Insider Trading Policy prohibits hedging, speculative trading, options and short sales for officers, directors, employees .

Fixed Compensation (Director)

Performance Compensation (Director)

Mix signal: In 2024 Toledano’s director pay mix was ~50% cash / ~50% equity (Fees Earned $50,000; Stock Awards $50,000) .

Other Directorships & Interlocks

• Current public: Entera Bio (CEO and director) .
• Recent public: Nexgel (director, ended Mar 2024); Compass Therapeutics (director, 2021–2023) .
• Potential interlocks: No disclosed transactions between Journey Medical and Entera Bio/Nexgel/Compass; Audit Committee oversees related‑party and compliance .

Expertise & Qualifications

• Capital markets: Led >$4B in biotech financings (IPOs, ATMs, follow‑ons) .
• Strategic/M&A: Executed $117M TRIGR China license and sale to CMPX .
• Operational: CEO experience at Entera Bio; prior COO/CFO roles .
• Education: B.A. Economics (Tufts); MBA Finance & Entrepreneurship (NYU Stern) .

Equity Ownership

Insider Trades (DERM)

Governance Assessment

• Positives

  • Independent director with deep finance and biotech operating expertise; formally deemed independent under Nasdaq rules .
  • Audit Committee membership with documented oversight of financial reporting, internal controls, related‑party transactions, and code of conduct; Audit Committee issued formal report and met 4x in 2024 .
  • Strong attendance (≥75%) and routine executive sessions indicating engagement .
  • Hedging/speculative trading prohibitions support alignment; Clawback Policy adopted for executives (restatements) .

• Risks/RED FLAGS

  • Controlled company status and reliance on Nasdaq exemptions (no majority independent board required; no formal nominating/governance committee), which can dilute minority shareholder influence .
  • Corporate opportunity waiver (Article XIII) broadly renounces claims for non‑employee directors and Class A holders, increasing conflict risk where overlapping roles exist; potential investor confidence headwind if opportunities are diverted .
  • Multiple external roles (e.g., CEO of Entera Bio) raise time‑commitment considerations; no disclosed related‑party transactions with these entities, but ongoing monitoring advisable via Audit Committee .

• Compensation & Alignment

  • Director pay balanced (50/50 cash/equity), with annual equity vesting over one year; unvested RSUs modest, indicating ongoing alignment but without explicit performance metrics .
  • No director ownership guidelines disclosed; beneficial stake <1% reduces “skin‑in‑the‑game” signaling vs. larger holders .

Implications: Governance quality is supported by independence, audit oversight, and engagement; however, controlled company structure and corporate opportunity waiver are material governance risks that merit watch on conflicts and board process integrity. Equity alignment exists but is modest for Toledano; absence of director ownership guidelines and performance linkage in director grants limits pay‑for‑performance signals .

Appendix References

• Board composition and ages; independence determinations; director biographies; committee structures and charters; meeting counts; attendance; controlled company status .
• Director compensation program and 2024 director compensation table (Toledano: $50k cash, $50k stock; 9,728 unvested RSUs) .
• Stock ownership table (Toledano: 71,717 shares; <1%) .
• Insider trading and hedging prohibitions .
• Clawback policy (executives) .
• Nominating process without a standing committee .
• Corporate opportunity waiver (Article XIII) .
• Form 4 filings for Toledano (DERM): Aug 7, 2025 and Jul 10, 2024 .