Lawrence Eichenfield
About Lawrence Eichenfield
Lawrence Eichenfield, age 67, has served as an independent director of Verrica Pharmaceuticals (VRCA) since July 2020. He is Chief of Pediatric & Adolescent Dermatology at Rady Children’s Hospital-San Diego (since 1991) and Vice Chair of the Department of Dermatology and Professor of Dermatology & Pediatrics at UC San Diego School of Medicine (since 2009), with board certifications in pediatrics, dermatology, and pediatric dermatology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Society for Pediatric Dermatology | President | 2002–2003 | Led specialty society; governance experience |
| American Academy of Dermatology | Board Member | 2005–2009 | National governance; chaired 69th Annual Meeting (date not disclosed) |
| Pediatric Dermatology Research Alliance (PeDRA) | Co-Founder; former Chair | Not disclosed | Built collaborative research network |
| American Acne & Rosacea Society | Founding Board Member; Past-President | Not disclosed | Specialty leadership |
| Pediatric Dermatology (journal) | Editor-in-Chief | 12 years | Editorial leadership; evidence-based practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rady Children’s Hospital–San Diego | Chief, Pediatric & Adolescent Dermatology | Since 1991 | Clinical leadership in dermatology |
| UC San Diego School of Medicine | Vice Chair, Dermatology; Professor of Dermatology & Pediatrics | Since 2009 | Academic leadership; training |
Board Governance
- Independence: Determined independent under SEC and Nasdaq rules; one of four independent directors (of seven total) .
- Committees: Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance Committee .
- Attendance: Board met nine times in 2024; each director attended ≥75% of Board and committee meetings; independent directors met in five executive sessions .
- Years of service: Director since July 2020 .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board annual cash retainer | 40,000 | Policy for eligible non-employee directors |
| Committee chair retainer (NCG Chair) | 10,000 | Nominating & Corporate Governance Committee chair |
| Committee member retainers (Audit + Compensation) | 10,000 | $5,000 per committee member role |
| Total cash fees earned (reported) | 60,000 | Matches policy-based components |
Performance Compensation
| Equity Component | 2024 Value ($) | Shares/Terms | Vesting/Exercise |
|---|---|---|---|
| Option awards (reported) | 131,900 | Policy: annual grant of 20,000 options to eligible directors at each annual meeting; initial grant 17,502 options for new directors | Annual grants vest in 12 equal monthly installments; exercise price = closing market price on grant date; 10-year term; accelerated on Change in Control |
No performance-based metrics (e.g., revenue, EBITDA, TSR) are used for non-employee director equity; awards are time-based per policy .
Other Directorships & Interlocks
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forte Biosciences, Inc. (public) | Director | June 2020 – September 2024 | Ended prior to current proxy period |
Expertise & Qualifications
- Dermatology domain leader with long-standing clinical and academic leadership; board certified in pediatrics, dermatology, and pediatric dermatology .
- Specialty society leadership (SPD President; AAD Board; AARS past-president) and research network founding (PeDRA) .
- Editorial leadership (Editor-in-Chief, Pediatric Dermatology for 12 years) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Lawrence Eichenfield | 66,712 | <1% (asterisk in proxy) | Consists solely of common stock underlying options exercisable within 60 days |
- Anti-hedging/pledging: Company policy prohibits hedging and holding in margin accounts; pledging requires Board approval and pre-clearance .
Governance Assessment
- Committee leadership and independence: Eichenfield chairs Nominating & Corporate Governance and serves on Audit and Compensation—positions central to governance oversight; confirmed independent .
- Engagement: Attendance ≥75%; independent directors met five times in executive session, supporting board oversight .
- Compensation alignment: Director pay mix skews toward equity options ($131,900) over cash ($60,000), supporting alignment; vesting is time-based, not tied to performance metrics .
- Related-party oversight: Audit Committee (of which Eichenfield is a member) reviews related-party transactions; notable contract with an entity controlled by the Board chair’s son ($445,500 since Jan 1, 2023), representing a governance sensitivity point mitigated by formal review policies .
- Policies: Clawback policy implemented per Dodd-Frank; strict insider trading and anti-hedging/pledging policies .
Red Flags
- High control by a single holder: Entities affiliated with the Board chair (Paul B. Manning) beneficially own 49.99% and hold warrants with a 49.99% beneficial ownership cap, indicating concentrated control risk .
- Related-party transaction: Clinical service agreement with a company controlled by the chair’s son; necessitates continued robust Audit Committee oversight .
Offsets/Positives
- Independent director leadership in key governance committees and consistent attendance .
- Formal related-party transaction policy and Audit Committee review; Compensation Committee uses independent consultant; no consultant conflicts identified .