Dorman Followwill
About Dorman Followwill
Independent director of Scilex Holding Company since 2022; age 61 as of May 1, 2025. Previously Lead Independent Director at Sorrento Therapeutics (Aug 2020–Apr 2024) and Senior Partner, Transformational Health, at Frost & Sullivan. B.A. from Stanford University (Management of Organizations). Class I director with current term expiring in 2026. Independence affirmed under Nasdaq rules; attended at least 75% of board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sorrento Therapeutics | Director; Lead Independent Director | Director: Oct 2017–Apr 2024; Lead Independent: Aug 2020–Apr 2024 | Led independent oversight during Chapter 11; governance context disclosed in SCLX proxy. |
| Legacy Scilex (pre-merger) | Director | Apr 2022–Nov 2022 | Board service prior to SPAC merger completion. |
| Frost & Sullivan | Senior Partner, Transformational Health; earlier Partner roles | 1988–Sept 2020 | Ran healthcare and life sciences practice; executive committee roles in EMEA/Israel/Africa. |
External Roles
- Public company boards: Sorrento Therapeutics (director; former lead independent). No other public boards disclosed.
- Private/industry: Senior leadership at Frost & Sullivan (consulting).
Board Governance
| Year | Board Class | Independence | Attendance | Committees | Chair Roles |
|---|---|---|---|---|---|
| 2023 (proxy filed Mar 2024) | Class I (term to 2026) | Independent | ≥75% | Audit; Compensation; Nominating & Corporate Governance | Chair of Compensation; Chair of Nominating; Audit member. |
| 2024 (proxy filed May 2025 for 2025 AGM) | Class I (term to 2026) | Independent | ≥75% | Audit; Compensation; Nominating & Corporate Governance | Chair of Audit; Member of Compensation; Member of Nominating. |
- Committee activity (FY2024): Audit held 7 meetings; Compensation acted by written consent 12 times; Nominating held 1 meeting and 1 written consent.
- Audit Committee report signed by Followwill as Chair (FY2024).
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $82,500 | Standard policy for non-employee directors. |
| Committee chair fee (per chair) | $37,500 | Applies to Audit, Compensation, Nominating, C&T. |
| Committee member fee (per committee) | $15,000 | Applies to Audit, Compensation, Nominating, C&T. |
| Followwill: Fees earned (cash) | $170,545 | Actual FY2024 cash paid. |
| Travel reimbursement | Reasonable expenses reimbursed | Policy disclosure. |
Governance note: In 2023, SCLX discovered several directors exceeded a $750,000 annual compensation cap; Followwill voluntarily forfeited 85,536 shares and $6,173.84 cash to cure.
Performance Compensation
- Equity structure: Non-employee director stock options; initial grant and annual grants vest monthly (48 months for initial; 12 months for annual).
- FY2024 option award value to Followwill: $131,400.
- Option grant sizes under current policy: Initial 7,142; annual 2,857 options (post-split scale).
- Detailed vesting mechanics: As above; continuous service required.
Option repricing proposal (Special Meeting Dec 11, 2025):
- Board approved submitting repricing of options with $282.80 strike to fair market value on approval date; includes employees and non-employee directors (estimated 16 eligible participants; two executive officers and one non-employee director).
- Followwill holds 4,698 eligible options at $282.80 (under 2022 Plan) targeted for repricing; total eligible options ~289,405.
Governance signal: Option repricing for directors is a shareholder-sensitivity topic; the Board recommends “FOR.”
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Risk Context |
|---|---|---|---|
| Sorrento Therapeutics | Director; Lead Independent | Historical controlling stockholder of SCLX; extensive related-party and DIP transactions terminated Sept 21, 2023. | Potential legacy influence; Stockholder Agreement terminated; Sorrento no longer controls voting power. |
Expertise & Qualifications
- Healthcare and life sciences strategy; decades of management consulting leadership at Frost & Sullivan.
- Board leadership experience, including Audit Committee chair and prior lead independent director tenure.
- Education: Stanford University B.A. (Management of Organizations).
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | Options Exercisable (≤60 days) | Directly Held Common | Ownership % |
|---|---|---|---|---|
| Mar 6, 2024 | 53,752 | 53,452 | 300 | <1% |
| May 1, 2025 | 7,300 | 7,235 | 65 | <1% |
| Oct 17, 2025 | 10,045 | 9,980 | 65 | <1% |
Ownership guidelines/pledging:
- Insider Trading Policy prohibits hedging; pledging only with pre-clearance and ability to repay without resort to pledged securities. No pledging by Followwill disclosed.
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post-Transaction Holdings | Security |
|---|---|---|---|---|---|---|
| 2024-03-26 | 2024-03-15 | Award | 100,000 | $1.37 | 100,000 | NSO option |
| 2024-06-26 | 2024-06-26 | Exercise (M) | 1,000 | $1.37 | 99,000 options remaining | NSO option |
| 2024-06-26 | 2024-06-26 | Acquisition (A) | 1,000 | $1.37 | 1,300 common | Common |
| 2024-10-18 | 2024-10-18 | Purchase (P) | 1,000 | $0.99 | 2,300 common | Common |
| 2024-12-17 | 2024-12-16 | Award | 100,000 | $0.5045 | 100,000 options | NSO option |
| 2025-10-09 | 2025-10-08 | Award | 20,000 | $17.58 | 20,000 options | NSO option |
Governance Assessment
- Independence and engagement: Independent under Nasdaq; attended ≥75% of meetings; chairs Audit (FY2024) after chairing Compensation and Nominating in FY2023, indicating deep committee leadership continuity.
- Auditor oversight risk: FY2024 Audit Committee (with Followwill as chair) oversaw dismissal of Ernst & Young due to unresolved investigation timing; BPM appointed; disputes noted in EY letter—heightened scrutiny for audit governance.
- Compensation governance: 2023 cap breach remedied via forfeitures (including Followwill’s), showing corrective action but highlights prior control lapses; FY2024 director pay mix skewed to options, with modest cash retainer.
- Alignment and dilution: Underwater options and Board-sponsored option repricing include non-employee director eligibility (Followwill: 4,698 options at $282.80). Repricing can improve retention but may be viewed as shareholder-unfriendly unless justified by talent market and overhang management.
- Related-party context: Historic ties to Sorrento (director/lead independent) amid Chapter 11 and extensive related-party transactions; Stockholder Agreement terminated; Sorrento no longer controls SCLX—legacy interlock risk reduced.
- Policies: Robust clawback policy adopted (SEC/Nasdaq-compliant) and strict hedging/pledging restrictions support governance posture.
Director Compensation
| Year | Fees Earned (Cash) | Option Awards ($) | Total |
|---|---|---|---|
| 2024 | $170,545 | $131,400 | $301,945 |
Policy components (FY2024): Board retainer $82,500; committee chair $37,500; committee member $15,000; initial option 7,142; annual option 2,857; monthly vesting schedules as noted.
Equity Ownership
| Metric | 12/31/2024 | 10/17/2025 |
|---|---|---|
| Options held (by current non-employee directors) | Followwill: 5,685 | Options exercisable within 60 days: 9,980; direct common: 65; total beneficial common: 10,045; <1% ownership |
Related Party Transactions (context)
- Extensive transactions with Sorrento (DIP financing, equity repurchase) in 2023; Stockholder Agreement terminated Sept 21, 2023; reduces ongoing interlock risk but underscores need for continued independent oversight.
Risk Indicators & Red Flags
- Option repricing including directors (Followwill eligible): potential misalignment signal if not paired with stringent performance and dilution controls.
- Auditor transition controversy: dismissal of EY amidst investigation; increases audit oversight risk profile during Followwill’s Audit Committee chair tenure.
- Prior compensation cap breach (FY2023) corrected by forfeitures: indicates control lapses, now remediated.
Compensation Committee Analysis (historical)
- FY2023: Followwill chaired Compensation; authority over executive and director compensation policies, equity plans, severance/change-in-control arrangements (with independent oversight and advisor engagement).
- Use of independent consultant: Compensia engaged to review compensation practices.
Employment & Contracts (Director)
- Non-employee director; compensation per policy; indemnification agreement in place; no employment contract.
Performance & Track Record
- Leadership across Audit/Comp/Nominating over successive years; audit report issuance under BPM in FY2024; prior oversight during SCLX’s transition from controlled company status.
Equity Ownership & Alignment Summary
- Small personal stake (<1%); mix of vested/unvested options; insider policy restricts hedging and pledging (pre-clearance required); no pledging disclosed.
Conclusion
- Board effectiveness: Strong committee leadership and independence; improved governance posture via clawback and insider policy; attendance adequate.
- Watch items: Director-included option repricing; audit oversight during EY dismissal; legacy Sorrento ties (now largely unwound).