Diem Nguyen
About Diem Nguyen
Diem Nguyen, age 53, has served on Verrica’s Board since June 2020. She is the Chief Executive Officer and a director of SIGA Technologies (since January 2024), previously CEO of Xalud Therapeutics (Oct 2020–Jan 2024), EVP Biopharma at PPD (2018–Apr 2020), and held commercial leadership roles at Pfizer (2009–2018). She holds a BA in chemistry and a PhD in Biochemistry & Molecular Genetics from the University of Virginia, and an MBA from UVA Darden; she also serves as a trustee at the Children’s Hospital of Philadelphia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xalud Therapeutics | Chief Executive Officer | Oct 2020–Jan 2024 | Led non-viral clinical-stage biotech; operational leadership . |
| PPD, Inc. | EVP, Biopharma | 2018–Apr 2020 | Senior leadership in global CRO services . |
| Pfizer Inc. | Commercial leadership & GM roles | 2009–2018 | Various senior commercial roles . |
| Serologicals Corporation | Led corporate development & IR | Prior to Pfizer tenure | M&A and investor relations leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SIGA Technologies | Chief Executive Officer; Director | Jan 2024–present | CEO and board-level leadership . |
| Candel Therapeutics, Inc. | Director | Since July 2021 | Public company directorship . |
| Children’s Hospital of Philadelphia | Trustee | Current | Non-profit governance . |
Board Governance
- Independence: Board determined Dr. Nguyen is an independent director under SEC and Nasdaq rules; also independent for Compensation Committee membership .
- Attendance: Board met nine times in 2024; each director attended ≥75% of Board and committee meetings; independent directors held five executive sessions .
- Committees: Audit (member); Compensation (Chair); Nom/Gov Committee membership as shown below .
| Director | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|
| Diem Nguyen | Member | Chair | — |
- Audit Committee report: Nguyen, alongside Chair Mark Prygocki and Lawrence Eichenfield, recommended inclusion of 2024 audited financials in the 10-K after independence and AS 1301 discussions with auditors .
- Compensation Committee governance: As Chair, Nguyen oversees NEO and director pay, clawback policies, and consultant engagement; Alpine Rewards has been the independent compensation consultant since 2023 with no conflicts identified .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 | 40,000 | Included in “Fees Earned” line item (aggregate shown) | 40,000 | Non-employee director compensation table for 2024. |
| Policy (as of Feb 2024) | 40,000 base | Chair: Audit 20,000; Compensation 15,000; Nominating 10,000; Member fee 5,000 | Payable quarterly | Eligibility for independent, non-affiliated directors . |
Performance Compensation (Director)
| Year | Equity Type | Grant/Measurement | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2024 | Stock options | Annual director equity under policy | 131,900 | Annual grant: 20,000 options, vests monthly over 12 months; 10-year term; exercise price = closing price on grant date; accelerated vesting on Change in Control; 12-month post-termination exercise (non-cause) . |
- Outstanding as of Dec 31, 2024: 66,379 options held by Dr. Nguyen; no stock awards outstanding for non-employee directors .
- Performance metrics: No director-specific performance metrics disclosed; director equity awards are time-based per policy .
Other Directorships & Interlocks
| Company | Relationship to VRCA | Potential Interlock/Conflict |
|---|---|---|
| SIGA Technologies (public) | External CEO and director role | No related-party transactions disclosed involving Dr. Nguyen in the provided proxy sections; Audit Committee reviews related-party transactions per policy . |
| Candel Therapeutics (public) | External director role | Same as above; no specific VRCA transactions disclosed in excerpts . |
Expertise & Qualifications
- Deep biopharma operating experience across development (PPD), commercial leadership (Pfizer), corporate development/M&A (Serologicals), and biotech CEO roles; advanced scientific training (PhD) and MBA supports Compensation Committee leadership and pay-for-performance design .
- As Compensation Committee Chair, engagement includes oversight of clawback policy, advisor independence, and director/NEO pay structures .
Equity Ownership
| Holder | Shares Beneficially Owned | Breakdown | % of Shares Outstanding |
|---|---|---|---|
| Diem Nguyen | 64,812 | 100 common shares + 64,712 shares issuable upon options exercisable within 60 days of Apr 1, 2025 | <1% |
- Anti-hedging/pledging: Company policy prohibits hedging and options trading in VRCA stock; pledging requires prior Board approval and pre-clearance; margin accounts prohibited .
- Clawback: Dodd-Frank–compliant clawback policy implemented; SOX 304 reimbursement obligations noted for CEO/CFO upon misconduct-related restatement .
Governance Assessment
- Committee leadership: Nguyen chairs Compensation Committee and serves on Audit, aligning with her operating and scientific background; Board affirms her independence for committee service .
- Attendance and engagement: Board and committees demonstrated regular activity (nine Board meetings; five Audit Committee meetings; independent sessions), with ≥75% attendance across directors, supporting engagement quality .
- Compensation alignment: Director pay mix emphasizes equity via options; 2024 option fair value rose to $131,900 from $59,189 in 2023, indicating increased equity-based alignment; cash retainer for Nguyen was $40,000 in 2024 per the table .
- Shareholder sentiment: 2025 election support for Nguyen was 58,848,526 “For” vs 4,983,289 “Withheld” with broker non-votes of 19,594,941; say-on-pay advisory approval received 62,418,833 “For” vs 1,324,393 “Against,” signaling broad investor support .
- Conflicts and related-party exposure: The proxy outlines robust related-person transaction review under Audit Committee oversight; provided excerpts do not disclose related-party transactions involving Nguyen, and anti-hedging/pledging policies mitigate alignment risks .
RED FLAGS: None disclosed in provided sections regarding hedging/pledging by Nguyen, related-party transactions, or attendance shortfalls; monitor ongoing external CEO/director roles for potential interlocks and time commitments .