Ramsey Alloush
About Ramsey Alloush
Ramsey Alloush, age 40, is Chief Operating Officer (appointed April 1, 2025) and continues to serve as General Counsel and Corporate Secretary at Journey Medical (DERM). He has LL.M. degrees in Taxation (with honors) and in Securities & Financial Regulation from Georgetown University Law Center, and a J.D. from Nova Shepard Broad Law Center; prior roles include a legal fellowship at the SEC (enforcement) and experience in Medicis Pharmaceuticals’ Aesthetics Division before its $2.6B sale to Valeant/Bausch Health . Company performance during his initial tenure as COO shows Q3 2025 total revenue of $17.6M, up 21% year-over-year, with Emrosi™ net sales of $4.9M; Adjusted EBITDA was $1.7M in Q3 2025, versus $0.3M in Q3 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Journey Medical Corporation | General Counsel; Corporate Secretary | General Counsel since Oct 2020; Corporate Secretary since 2021 | Led IPO; advised CEO/Board; led large transactions and Hatch-Waxman litigations |
| U.S. Securities & Exchange Commission | Legal Fellow (Enforcement) | Not disclosed | Enforcement experience; regulatory insight |
| Medicis Pharmaceuticals (Aesthetics Division) | Business/operations role | Prior to 2012 sale | Commercial aesthetics experience; division later part of $2.6B sale to Valeant/Bausch Health |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships or public company roles disclosed . |
Fixed Compensation
| Component | Detail | Period | Source |
|---|---|---|---|
| Base Salary | $392,945 annualized | Employment agreement dated Mar 31, 2025 | |
| Target Bonus % | 50% of base salary | 2025 onward | |
| Actual Bonus Paid | Not disclosed | — | |
| Benefits | Eligibility for standard senior executive benefits | 2025 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Company performance metrics (unspecified) | Not disclosed | Not disclosed | Not disclosed | Cash bonus up to 50% of base | Bonus “based on the Company’s performance and his individual performance” |
| Individual performance | Not disclosed | Not disclosed | Not disclosed | Included in bonus | Same as above |
| Equity awards | Not disclosed | Not disclosed | Not disclosed | Eligibility for additional equity awards | Under 2015 Stock Plan; timing/size not disclosed |
Context on company performance metrics used for NEOs (benchmarks for alignment): CEO’s annual bonus tied to financial, investor relations, business development, and clinical development milestones; CFO’s bonus tied to EBITDA/financial results, cash/treasury/AR management; indicates emphasis on operational/financial execution .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 272,674 shares | As of April 14, 2025 |
| Ownership % of common shares | 1.18% | As of April 14, 2025 |
| Near-term vesting RSUs | 40,000 units | Vests within 60 days of April 14, 2025 |
| Hedging/shorting policy | Hedging and speculative trading prohibited | Insider Trading Policy bans hedging, options, short sales |
| Pledging policy | Not disclosed | No specific pledging disclosure found |
| Clawback policy | Restatement-based clawback over last 3 fiscal years | Applies to executive incentive comp; recoup erroneously awarded pay |
| Stock ownership guidelines | Not disclosed | No guideline disclosure found |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Appointment | COO (also continues as General Counsel) effective April 1, 2025 | |
| Employment agreement | Amended & Restated, dated March 31, 2025 | |
| Compensation | Base $392,945; 50% target bonus; eligibility under 2015 Stock Plan; potential additional equity awards; standard benefits | |
| Severance | Not disclosed | |
| Change-of-control | Not disclosed | |
| Non-compete / non-solicit | Not disclosed | |
| Contract term | Not disclosed |
Investment Implications
- Alignment and retention: 1.18% beneficial ownership and ongoing RSU vesting suggest tangible alignment and a cadence of potential sellable shares around vest dates; hedging bans improve incentive integrity, while lack of disclosed pledging policy leaves a minor governance gap .
- Pay-for-performance: Cash incentive framework linked to company/individual performance and eligibility for equity links compensation to operational outcomes; company’s NEO metrics emphasize EBITDA/financial execution, implying similar expectations for Alloush as COO (positive for operating discipline) .
- Governance context: Journey is a “controlled company” under Nasdaq (Fortress >50% voting power), which reduces certain independence requirements at the board/committee level—investors should consider potential implications for executive pay oversight and policy evolution .
- Risk mitigants: Clawback policy conforming to Nasdaq rules reduces restatement-related payout risk; insider trading policy curbs speculative transactions. No say‑on‑pay votes due to EGC status removes a public feedback mechanism on pay, requiring closer investor monitoring of proxy disclosures and 8-Ks .
- Performance backdrop: Initial COO tenure coincides with accelerating commercialization of Emrosi™ and improving Adjusted EBITDA; sustained execution on gross margin mix and covenants under the credit facility could enhance incentive realizations and support retention value, but investors should watch for RSU vesting/sale activity and any future 8‑K disclosures on contract terms .