Neil Herskowitz
About Neil Herskowitz
Independent director at Journey Medical Corporation (DERM) since July 2021; age 68 as of the 2025 proxy, with over two decades of finance and claims-investment leadership. He is Managing Member of the ReGen Group (including ReGen Capital Investments LLC and Riverside Claims Investments LLC) and President of Riverside Claims LLC; holds a B.B.A. in Finance from Baruch College (1978). The Board deems him independent under Nasdaq rules and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ReGen Group of companies (ReGen Capital Investments LLC; Riverside Claims Investments LLC) | Managing Member | 1998–present | Finance/claims investments leadership |
| Riverside Claims LLC (affiliate of Riverside Claims Investments) | President | June 2004–present | Portfolio/claims execution |
External Roles
| Company | Exchange/Ticker | Role | Committee Positions |
|---|---|---|---|
| Checkpoint Therapeutics, Inc. | Nasdaq: CKPT | Director | Chair of Audit Committee |
| Avenue Therapeutics, Inc. | OTC: ATXI | Director | Not disclosed |
| Mustang Bio, Inc. | Nasdaq: MBIO | Director | Not disclosed |
| Starting Point Services for Children | Not-for-profit | Chairman | Governance/oversight |
Board Governance
- Audit Committee: Chair; members Justin Smith and Miranda Toledano; 4 meetings in FY2024; Board determined Herskowitz is an “audit committee financial expert.”
- Compensation Committee: Member alongside Justin Smith (Chair) and Michael Pearce; 2 meetings in FY2024; Board affirmed independence of all committee members.
- Independence: Board’s April 2025 review determined Herskowitz is independent under Nasdaq criteria; Journey qualifies as a “controlled company” due to Fortress Biotech’s >50% voting power.
- Attendance and engagement: Board held 4 meetings in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting (teleconference).
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | $50,000 |
| Audit Committee Chair retainer (cash) | $10,000 | $10,000 |
| Herskowitz – Fees Earned in Cash ($) | $60,000 | $60,000 |
| Meeting fees | None disclosed | None disclosed |
Performance Compensation
- Director equity program: Initial grant of 30,000 shares in form chosen (RS/RSU/Option), vesting in equal annual installments over 3 years; annual grant valued at $50,000 (RS/RSU/Option) vesting in full on first anniversary.
- Herskowitz annual grants have been RSUs; as of YE2023 and YE2024 he had unvested RSUs; he received 7,173 RSUs on 06/25/2025 (vest 06/25/2026).
| Equity Award Detail | YE 2023 | YE 2024 | 2025 Grant Event |
|---|---|---|---|
| Unvested RSUs outstanding (units) | 37,472 | 9,728 | 7,173 RSUs granted on 06/25/2025; vest 06/25/2026 |
| Annual equity grant value ($) | $50,000 (RSUs) | $50,000 (RSUs) | $50,000 policy (time-based vesting) |
| Vesting mechanics | Annual RSU vests 1-year cliff; initial 30k over 3 years | Same | 1-year cliff on 2025 RSUs |
Other Directorships & Interlocks
| Individual | Shared Boards with DERM Executive Chair (Rosenwald) | Signal |
|---|---|---|
| Neil Herskowitz | Avenue, Checkpoint, Mustang (Rosenwald also serves) | Information flow/interlocks across related entities; requires oversight to manage conflicts |
Expertise & Qualifications
- Audit committee financial expert designation; deep finance/claims expertise and business acumen cited by Board.
- Education: B.B.A. in Finance, Baruch College (1978).
- Industry exposure: Public company board experience in therapeutics/biotech; audit leadership at CKPT.
Equity Ownership
| Metric | 2024 (Determination Date: 04/26/2024) | 2025 (Determination Date: 04/14/2025) |
|---|---|---|
| Beneficial ownership (shares) | 34,245 | 71,717 |
| Ownership as % of common stock | <1% | <1% |
| Hedging policy | Company prohibits hedging/speculative trading by insiders | Company prohibits hedging/speculative trading by insiders |
| Pledged shares | Not disclosed | Not disclosed |
Say-on-Pay & Shareholder Feedback
- Emerging growth company status (scaled disclosure), no advisory say-on-pay disclosed; focus on director elections and compensation plan votes.
- Director election support (Herskowitz):
- 2023: For 16,140,007; Withheld 72,095; Broker non-votes 3,245,467.
- 2024: For 23,341,955; Withheld 517,715; Broker non-votes 4,441,739.
- 2025: For 25,428,625; Withheld 754,744; Broker non-votes 6,319,771.
- Equity plan approvals: 2024 amendment to 2015 Plan passed (For 22,719,234; Against 1,119,591; Abstain 20,845; Broker non-votes 4,441,739).
Governance Assessment
- Strengths:
- Independent director; Audit Committee Chair with “financial expert” designation enhances financial reporting oversight.
- Consistent attendance (≥75%) and executive-session participation; engagement appears adequate.
- Director pay structure modest (cash $60k incl. chair; equity $50k) supports alignment without excessive risk.
- Clawback policy in place for executives; audit committee oversees related-party transactions and auditor independence.
- Risks/RED FLAGS:
- Controlled company status under Nasdaq reduces requirements for majority-independent board and fully independent committees; heightens need for robust committee oversight.
- Multiple interlocks (Avenue, Checkpoint, Mustang) with DERM’s Executive Chair also serving on those boards—potential perception of influence across entities; ongoing management of conflicts via Audit Committee is critical.
- Equity plan permits option repricing and exchange at committee discretion (generic plan feature)—monitor for any actual repricing events (none disclosed).
- Section 16(a) compliance: company disclosed late Form 4s for CEO/CFO RSU grants (administrative oversight), though directors were timely; continue to monitor controls.
Director Compensation (Detail)
| Component | Policy | 2023 (Herskowitz) | 2024 (Herskowitz) |
|---|---|---|---|
| Cash retainer | $50,000 annual, paid quarterly | $60,000 (incl. $10k Audit Chair) | $60,000 (incl. $10k Audit Chair) |
| Equity grant | $50,000 annual RS/RSU/Options; 1-year cliff vest | $50,000 RSU grant | $50,000 RSU grant |
| Initial equity upon joining | 30,000 RS/RSU/Options; 3-year ratable vest | N/A (joined 2021) | N/A |
| Total | — | $110,000 | $110,000 |
Related-Party Transactions (Context)
- Fortress shared services: reimbursement for certain personnel; balances due to related party at YE2024 ~$0.5m; Audit Committee reviews/approves related-party transactions to ensure arms-length terms.
- Fortress beneficial ownership: 42.66% of common (including conversion of Class A) as of 04/14/2025; basis for “controlled company” status.
Insider Trades (Herskowitz)
- 06/25/2025: Granted 7,173 RSUs under the 2015 Plan; vests 06/25/2026; post-transaction beneficial ownership 88,618 shares (includes RSUs vesting over various periods).
Note: Company policy prohibits hedging/speculative trading by officers and directors.
Summary Signals for Investors
- Effective audit oversight via an independent, financially expert chair is a positive governance signal; director compensation is conservative and equity-based, aligning incentives.
- Controlled company structure and board interlocks demand continued scrutiny of independence, related-party oversight, and fair dealing; current disclosures show formal processes but investors should monitor any option repricing or expanded related-party activity.