Jayson Rieger
About Jayson Rieger
Jayson Rieger, age 49, is President and CEO of Verrica Pharmaceuticals (since Nov 6, 2024) and a director; he previously served on Verrica’s board from 2015–2018. He holds a B.A. in Chemistry (Rollins), a Ph.D. in Medicinal Chemistry, and an M.B.A. (University of Virginia) . Company performance context: FY 2024 revenue was $7.566m and EBITDA was -$64.075m, reflecting an early commercial stage profile; FY 2023 revenue was $5.124m and EBITDA was -$62.672m (values for benchmarking only; tenure started late 2024) [Revenues/EBITDA table below – S&P Global]. The 2025 proxy shows cumulative TSR of $7.64 (value of $100 invested) for 2024 versus $79.91 for 2023, underscoring equity volatility in the transition period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PBM Capital | Executive Vice President; later consultant to PBM Capital portfolio companies | EVP Mar 2014–Nov 2024; Consultant since Nov 2024 | Leadership across PBM portfolio; operating support and investment execution . |
| Intrexon Corporation | Corporate SVP; President, Human Therapeutics Division | 2012–2013 | Led Human Therapeutics; corporate development experience . |
| Clinical Data, Inc. | VP of Research and Virginia Operations | 2008–2011 | R&D and site leadership . |
| Adenosine Therapeutics, LLC | VP of Lead Development | 2002–2008 | Early-stage drug development leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lytix Biopharma | Director | Since May 2021 | Ongoing public company board experience . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 47,727 | 300,000 | Prorated in 2024 (start 11/6/24); base set at $300k . |
| Target Bonus (% of salary) | 40% | 40% | As per offer letter and proxy . |
| Actual Cash Bonus Paid | $0 | — | 2024 corporate goals assessed at 25% but committee exercised discretion to pay no cash bonuses . |
| 2025 Cash Incentive (milestone-based cap) | — | $175,000 | Tied to specified sales metrics and financial milestones; paid upon achievement . |
Performance Compensation
- 2024 Option Inducement Grant (on appointment)
- Shares: 2,000,000 options; Exercise price: $0.7463; Expiration: 11/05/2034 .
- Vesting: 1/8 on April 5, 2025; remaining 7/8 in equal monthly installments thereafter (monthly vesting over total 48 months) .
- 2025 Annual Option Grant
- Shares: 850,000 options at $0.89 .
- Vesting: 1/8 on Sep 14, 2025; then monthly (1/48) thereafter, subject to service .
| Metric/program | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 Annual Cash Bonus | N/A | Company goals (clinical, compliance, regulatory, financial) | 25% achievement | 0% (committee discretion) | N/A . |
| 2025 Cash Incentive | N/A | Specified sales and financial milestones | TBD (event-driven) | Up to $175,000 | Paid next regular payroll after achievement . |
| 2024 Inducement Options | N/A | Service-based | N/A | N/A | 1/8 on 4/5/25; monthly thereafter; expire 11/5/34 . |
| 2025 Annual Options | N/A | Service-based | N/A | N/A | 1/8 on 9/14/25; monthly thereafter . |
The Compensation Committee engaged Alpine Rewards as independent advisor; no conflicts identified .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 1, 2025) | 1,438,279 shares (1.6% of outstanding) . |
| Breakdown | 889,881 common shares; 267,500 options exercisable within 60 days; 280,898 warrants exercisable within 60 days . |
| Outstanding CEO options | 2,000,000 options @ $0.7463, exp. 11/05/2034 (unexercised as of 12/31/24); vesting begins 4/5/25 as above . |
| 2025 option grant | 850,000 options @ $0.89; vesting begins 9/14/25 . |
| Hedging/pledging | Company policy prohibits hedging and pledging; pledging requires prior Board approval; options/derivatives trading prohibited outside compensatory awards . |
| Ownership guidelines | Not disclosed in proxy; no explicit multiple-of-salary guideline noted . |
Implications for selling pressure and supply: The CEO’s large option blocks begin vesting in 2025 (monthly), which can create periodic liquidity events; policy restrictions (blackouts/pre-clearance) still apply .
Employment Terms
- At-will employment; start date Nov 6, 2024 .
- Offer terms: $300,000 base salary; target bonus 40% of salary; standard confidential information, inventions, non-solicitation and non-competition agreement .
- Change-in-control (CIC) treatment: If terminated by the company without cause or resigns for good reason within 12 months following a CIC (as defined in the 2024 Inducement Plan), all unvested shares underlying the Nov 6, 2024 CEO option vest in full upon effectiveness of a customary release (double-trigger equity acceleration specific to this option) .
- Severance cash/COBRA for CEO: Not specifically disclosed for Dr. Rieger in the 2025 proxy (contrast: detailed severance/CIC terms are disclosed for other executives) .
Board Governance (director service, committees, independence)
- Board service: Director since 2024; prior VRCA board service 2015–2018 .
- Current roles: CEO and director (not independent). Chair is separate (Paul B. Manning), reinforcing separation of Chair/CEO .
- Independence: 4 of 7 directors are independent (Prygocki, Nguyen, Eichenfield, Corcoran) .
- Committees: Audit (Chair Prygocki; members Nguyen, Eichenfield), Compensation (Chair Nguyen; members Prygocki, Eichenfield), Nominating & Corporate Governance (Chair Eichenfield; member Prygocki) .
- Executive sessions: Independent directors met five times in executive session in the last fiscal year; board met nine times; all directors ≥75% attendance .
- Director compensation: Employee directors (including CEO) receive no additional director pay; non-employee directors receive $40k retainer plus committee retainers and annual option grants under policy updated Feb 2024 .
Dual-role implications: While CEO also serves as a director, the company separates the Chair role and maintains board independence and regular executive sessions, which mitigates concentration of authority risk .
Compensation Structure Analysis
- Mix and trend: CEO pay is heavily equity-linked (large 2024 inducement and 2025 annual options), with a relatively modest base ($300k) and no 2024 cash bonus paid despite 25% goal attainment—indicating high at-risk orientation and committee discretion on cash outcomes .
- Shift in instruments: Recent CEO awards are options (no PSUs/RSUs for the CEO disclosed in 2024/2025), preserving upside alignment with shareholders but introducing potential future selling pressure as vesting commences .
- Clawbacks: Dodd-Frank compliant clawback in place; Sarbanes-Oxley §304 recoupment acknowledged .
- Hedging/pledging controls: Strong prohibitions reduce misalignment risks from derivatives or pledging .
- Consultant: Alpine Rewards engaged; no conflict of interest found .
Related Party and Governance Risk Indicators
- Significant shareholder influence: Entities affiliated with Chair Paul B. Manning beneficially own 49.99%, reflecting a controlling shareholder dynamic; related-party clinical services with an entity controlled by his son ($445,500 since Jan 1, 2023) are disclosed and reviewed under policy .
- CEO’s PBM ties: Dr. Rieger’s long PBM Capital affiliation and ongoing consulting since Nov 2024 underscore the importance of robust conflict oversight (no specific related-party transaction with him disclosed beyond historical 2023 consulting via his firm Pareto Partners) [Search 8-K summary; 2024 appointment disclosure] .
Company Financial Context (for pay-for-performance benchmarking)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $5,124,000* | $7,566,000* |
| EBITDA ($) | -$62,672,000* | -$64,075,000* |
Values retrieved from S&P Global.
Say‑on‑Pay and Shareholder Feedback
- 2025 proxy includes an advisory vote on NEO compensation, but vote outcomes are not included in the proxy text provided; no additional shareholder engagement outcomes disclosed in the cited sections .
Performance & Track Record (highlights)
- Pay vs Performance: Company-reported cumulative TSR value (initial $100) was $7.64 for 2024 vs $79.91 in 2023, reflecting share price compression in 2024; net loss was $(76.6)m in 2024 vs $(67.0)m in 2023 (company-reported figures in proxy’s PVP table) .
- Commercial ramp context: 2025 cash incentive adds sales/financial milestone focus to near-term management priorities .
Investment Implications
- Alignment and motivation: The CEO’s compensation is predominantly option-based with low cash salary and no 2024 cash bonus payout—strong equity alignment and leverage to upside if commercialization accelerates .
- Supply/technical overhang: Beginning April 2025, substantial monthly option vesting starts (2,000,000 grant), with an additional 850,000 grant vesting starting September 2025; this could create episodic insider liquidity, subject to windows and pre‑clearance .
- Retention and CIC economics: Equity accelerates on a double‑trigger within 12 months post‑CIC for the Nov 2024 option, which could reduce post‑deal retention but aligns management with sale outcomes; cash severance specifics for CEO are not disclosed, limiting visibility on total CIC economics .
- Governance considerations: Separation of Chair/CEO and majority independent board mitigate dual‑role risks; however, controlling shareholder concentration and PBM affiliations warrant continued monitoring of related‑party oversight and independent committee processes .
Notes: All figures, dates, and terms cited above are sourced from Verrica’s 2025 DEF 14A and related SEC filings as indicated.