Justin Yorke
About Justin Yorke
Justin Yorke, 58, is Chairman of the Board of Processa Pharmaceuticals (PCSA) since July 11, 2022 and a director since August 2017. He has 25+ years as an institutional equity fund manager and senior financial analyst, including partnership at Arroyo Capital Management managing the Richland Fund; earlier roles span Unifund Global Ltd., Peregrine Asset Management, Darier Hentsch S.A., and Asiatic Investment Management. He serves as Corporate Secretary and director of Splash Beverage Group (NYSE:SBEV) and holds a B.A. from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unifund Global Ltd. (private Swiss bank) | Vice President & Senior Financial Analyst; manager of $150mm Asian portfolio | 1990–1995 | Investment management |
| Peregrine Asset Management (Peregrine Securities unit) | Assistant Director & Senior Financial Analyst | 1995–1997 | Regional Asian investment banking exposure |
| Darier Hentsch S.A. (private Swiss bank) | Fund Manager & Senior Financial Analyst; managed $400mm Asian portfolio | 1997–2000 | Portfolio leadership based in Hong Kong |
| Asiatic Investment Management | Partner | 2000–2004 | San Francisco-based investment firm |
| Jed Oil | Non-Executive Chairman | 2006–2007 | Board leadership |
| JMG Exploration | Director/CEO | 2006–2007 | Executive leadership |
External Roles
| Organization | Listing | Role | Tenure | Notes |
|---|---|---|---|---|
| Splash Beverage Group, Inc. | NYSE: SBEV | Director & Corporate Secretary | Since Mar 2020 | Public company board role |
| Arroyo Capital Management / Richland Fund | Private | Partner; Manager of Richland Fund | >20 years | Focused on U.S. public/private investing |
Board Governance
- Roles: Chairman of the Board (since July 11, 2022); Member, Audit Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined Yorke is independent under Nasdaq Rule 5605(a)(2) .
- Audit Committee: Determined to be an “audit committee financial expert” under SEC/Nasdaq rules; audit committee met 4 times in 2024; Yorke attended all meetings (K. Baluch missed one) .
- Board Attendance: Board met 20 times in 2024; Yorke missed one meeting (others missed varying numbers) .
- Leadership structure: Separation of CEO and Chair position; Board retains flexibility on role separation .
Fixed Compensation
| Component | 2024 Amount/Detail | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $56,000 per year | Paid quarterly | Plan amended July 1, 2024 |
| Annual RSU grant (non-employee director) | 31,206 shares; $44,000 grant-date fair value | Vests on earlier of June 28, 2025 or 2025 annual meeting | Granted 9/3/2024; based on closing price on grant date |
| 2024 fees actually earned (Yorke) | Cash: $49,000; Stock awards: $44,000; Total: $93,000 | 2024 | Director compensation table |
| RSU distribution conditions | Distribution on earlier of: end of appointment/reappointment; third anniversary of grant; change of control; death | Applies to 9/3/2024 RSUs | As disclosed in outstanding equity awards table |
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; annual director RSUs vest based on time/annual meeting date rather than performance metrics |
| Plan risk mitigants | No evergreen; no repricing; no discounted options/SARs; no tax gross-ups; double-trigger vesting on change of control in plan |
Other Directorships & Interlocks
| Company | Relationship to PCSA | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Splash Beverage Group (NYSE:SBEV) | Unrelated industry | Director & Corporate Secretary | No PCSA transactions disclosed with SBEV; no interlocks noted |
| Richland Fund, LLC | Yorke is a manager | Fund holds PCSA shares (31,232) included in Yorke’s beneficial ownership | No related-party transactions with Richland Fund disclosed; ownership noted |
Expertise & Qualifications
- Capital markets and portfolio management expertise (25+ years), including managing large Asian portfolios at Swiss private banks and fund partnerships .
- Audit Committee Financial Expert designation under SEC/Nasdaq rules .
- Governance experience as Chair of PCSA’s Board and Chair of Nominating & Corporate Governance Committee .
- Education: B.A., University of California, Los Angeles .
Equity Ownership
| Holder/Type | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership (Yorke) | 102,244; <1% of outstanding | As of May 1, 2025; PCSA had 11,884,356 shares outstanding |
| Direct (Yorke) | 3,737 | Directly held |
| Directed Trust Co. FBO Yorke IRA | 12,400 shares; 18,600 warrants | Beneficiary with investment/disposition power |
| RSUs issuable within 60 days | 36,275 | Included in beneficial ownership |
| Richland Fund, LLC | 31,232 | Yorke is a manager; included in his reported ownership |
| 2024 year-end director RSUs not yet vested | 31,206 | Market value $27,586 at $0.88 per share on 12/31/2024 |
Note: No pledging or hedging of company stock disclosed; no loans or related-party payments to Yorke disclosed .
Governance Assessment
-
Strengths:
- Independent Chairman with deep capital markets experience; designated audit committee financial expert enhances audit oversight quality .
- Balanced director pay mix (cash + equity) with clear vesting/distribution conditions; plan prohibits repricing and tax gross-ups; double-trigger on CoC reduces windfall risk .
- Strong committee coverage: Audit (member), Nominating & Governance (chair); independence confirmed; solid attendance record (missed 1 of 20 board meetings in 2024; all audit meetings attended) .
-
Alignment:
- Meaningful equity exposure across direct, IRA, RSUs, and Richland Fund holdings aligns interests with shareholders; <1% ownership mitigates control concerns .
-
Conflicts/Related Parties:
- No related-party transactions involving Yorke disclosed; Richland Fund ownership noted but no PCSA transactions with the fund disclosed .
-
Risk indicators:
- RED FLAG: Late Section 16 filings in 2023 noted for Yorke (two late Form 4 dates: Jul 24, 2023 and Nov 28, 2023), indicating a minor compliance lapse; 2024 late filings did not list Yorke .
- No disclosed pledging/hedging, litigation, SEC investigations, or loan/perquisite issues tied to Yorke .