Mark Prygocki
About Mark Prygocki
Independent director (age 59) serving on Verrica’s board since 2018; currently Audit Committee Chair and designated “audit committee financial expert.” Former President of Medicis Pharmaceutical (2010–2012) with prior roles as COO, EVP, CFO/Treasurer; ex-CEO/President of Illustris Pharmaceuticals (2017–Dec 2019). Earlier career includes regulatory reporting at Citigroup and audit at Ernst & Young; CPA (AICPA). B.S. in Accounting, Pace University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illustris Pharmaceuticals, Inc. (private) | President & CEO; Director | 2017–Dec 2019 | Operating leadership in bio-development |
| Medicis Pharmaceutical Corporation | President; prior COO, EVP, CFO & Treasurer | President 2010–2012; >20 years total | Senior operating and finance leadership in biopharma |
| Clarus Therapeutics Holdings, Inc. (public) | Executive Director; Director; Audit Committee Chair | Exec. Director until May 2021; Director until Oct 2022 | Chaired Audit Committee |
| Citigroup | Regulatory Reporting Division | Prior to Medicis | Financial reporting experience |
| Ernst & Young, LLP | Audit | Prior to Citigroup | Public company audit experience; CPA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Whispering Hope Ranch Foundation (non‑profit) | Board Member | Ongoing | Serves children with special needs |
Board Governance
- Independence: Board determined Prygocki is independent under SEC/Nasdaq standards; Audit, Compensation, and Nominating committee members meet Nasdaq independence rules .
- Committee assignments (current): Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Attendance and engagement: Board met 9 times; each director attended ≥75% of Board and committee meetings; independent directors held 5 executive sessions in the year .
- Committee activity (2024): Audit met 5 times; Compensation met 1 time; Nominating & Corporate Governance met 1 time .
- Audit Committee responsibilities include related‑party review and cybersecurity risk oversight; committee signed the 2024 audit report recommendation to include audited FS in the 10‑K (signed by Prygocki as Chair) .
- Audit Committee financial expert: The Board determined Prygocki qualifies as an “audit committee financial expert” under SEC rules, based on education and CFO experience .
Fixed Compensation
| 2024 Director Compensation (Non‑Employee) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 70,000 |
| Option Awards (Grant‑date Fair Value, ASC 718) | 131,900 |
| Total | 201,900 |
| Non‑Employee Director Cash Fee Schedule (amended Feb 2024) | Amount ($) |
|---|---|
| Annual Board Retainer | 40,000 |
| Audit Chair | 20,000 |
| Compensation Chair | 15,000 |
| Nominating & Corporate Governance Chair | 10,000 |
| Committee Member (Audit/Comp/NomGov), non‑chair | 5,000 each |
Note: Prygocki’s $70,000 cash aligns with policy math (Board retainer $40k + Audit Chair $20k + two committee member fees $5k each) .
Performance Compensation
| Equity Award Policy for Eligible Directors | Terms |
|---|---|
| Annual Option Grant | 20,000 options at each annual meeting; vests in 12 equal monthly installments, fully vested by next annual meeting |
| New Director Initial Grant | 17,502 options; 1/3 vests at 1-year anniversary; remainder monthly over 24 months |
| Exercise Price | Closing price on grant date (Nasdaq) |
| Term & Post‑Termination | 10‑year term; 12‑month post‑service exercise window (unless termination for cause/death/disability) |
| Change‑in‑Control | Director options subject to accelerated vesting upon a Change in Control |
| 2024 Option Award Value (Prygocki) | $131,900 grant‑date fair value (ASC 718) |
| Outstanding Options (12/31/2024) | 78,047 options held by Prygocki |
- Clawback governance: Compensation Committee is responsible for establishing/overseeing compensation clawback or similar policies and any required recoupment and disclosure .
Other Directorships & Interlocks
| Company/Entity | Role | Committee/Notes | Status |
|---|---|---|---|
| Clarus Therapeutics Holdings, Inc. | Director; Executive Director; Audit Chair | Chaired Audit Committee | Director until Oct 2022; Exec. Director until May 2021 |
| Whispering Hope Ranch Foundation | Board Member | Non‑profit | Current |
- Independence reaffirmed: Prygocki determined independent by VRCA Board; no family relationships among directors/executives disclosed .
Expertise & Qualifications
- Financial expertise: CPA (AICPA); former public‑company CFO; Board‑designated “audit committee financial expert” .
- Industry experience: Decades in biopharma operations/finance (Medicis President/COO/EVP/CFO) and biotech CEO role (Illustris) .
- Education: B.S. in Accounting, Pace University .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (as of 4/1/2025) | 76,380 shares; less than 1% of outstanding |
| Composition of Beneficial Ownership | Consists solely of options exercisable within 60 days of 4/1/2025 |
| Shares Outstanding (as of 4/1/2025) | 91,789,993 |
| Options Held (as of 12/31/2024) | 78,047 options |
No director stock awards (RSUs/DSUs) were outstanding for non‑employee directors as of 12/31/2024; only options were held .
Governance Assessment
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Strengths
- Deep finance and operating background; recognized audit committee financial expert; chairs the Audit Committee with remit over financial reporting integrity, related‑party reviews, and cybersecurity risk oversight .
- Documented independence; robust independent‑director engagement (5 executive sessions), strong attendance (≥75%), and active Audit Committee cadence (5 meetings in 2024) .
- Director pay mix emphasizes at‑risk equity via options with market‑based exercise prices and clear vesting; CIC acceleration and 10‑year terms are fully disclosed .
-
Potential Risk Indicators and Conflicts
- Concentrated ownership: Chairman Paul B. Manning and affiliates beneficially own 49.99% of shares, which can influence governance outcomes; Audit Committee (chaired by Prygocki) oversees related‑party matters .
- Related‑party transaction disclosed: Clinical services with Clinical Enrollment LLC (controlled by the Chair’s son) totaling $445,500 since 1/1/2023; governed by related‑person transaction policy and Audit Committee review .
- Alignment: Prygocki’s beneficial ownership is comprised of options and is <1% of outstanding shares; while annual option grants support alignment, absolute ownership is modest for “skin‑in‑the‑game” analysis .
No disclosures on director stock ownership guidelines, hedging/pledging, or say‑on‑pay outcomes specific to director compensation; no attendance shortfalls reported (all directors ≥75%) .