Paul Manning
About Paul B. Manning
Paul B. Manning (age 69) is Chairman of the Board of Verrica Pharmaceuticals, serving as chair since 2017 and as a director since 2015. He is the Founder, Chairman and CEO of PBM Capital, a healthcare-focused investment firm he founded in 2010, and previously founded PBM Products in 1997, which was sold to Perrigo in 2010. He holds a B.S. in Microbiology from the University of Massachusetts.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verrica Pharmaceuticals | Chairman of the Board | Chair since 2017; Director since 2015 | Leads agenda-setting and board meeting process as Chair; separation of CEO and Chair roles supports oversight |
| PBM Capital | Founder, Chairman & CEO | 2010–present | Healthcare/life science investing; major shareholder of VRCA via affiliated entities |
| PBM Products | Founder | Founded 1997; sold 2010 | Built and exited consumer health business to Perrigo |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Candel Therapeutics, Inc. | Director | Current | Interlock: VRCA director Diem Nguyen also serves on Candel’s board |
| Liquidia Corporation | Director | Current | Biopharma board role |
| Perrigo Corporation | Director | Prior | Prior public board service |
| Concordia Healthcare Corp. | Director | Prior | Prior public board service |
| AveXis, Inc. | Director | Prior | Prior public board service |
| Dova Pharmaceuticals, Inc. | Director | Prior (through Nov 2019 as context in doc) | Prior public board service |
| Taysha Gene Therapies, Inc. | Director | Prior | Prior public board service |
Board Governance
- Independence status: The board determined four of seven directors are independent (Prygocki, Nguyen, Eichenfield, Corcoran); Manning is not listed as independent.
- Leadership: Manning serves as non-executive Chairman with authority to call and preside over meetings, set agendas, and coordinate risk oversight feedback from committee chairs.
- Committee assignments: Current committee memberships are Prygocki (Audit Chair), Nguyen (Comp Chair), Eichenfield (N&CG Chair). Manning is not shown as a member of these committees.
- Attendance and engagement: The Board met nine times in 2024; each director attended at least 75% of applicable meetings; independent directors held five executive sessions.
- Board structure: Classified board with seven directors in three classes; annual elections per class; vacancies filled by the board.
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $0 | Manning received no director cash fees in 2024. |
| Committee chair/member fees | $0 | No committee fees received. |
| Total fixed cash | $0 | — |
| Policy context (for eligible directors) | $40,000 annual retainer; $20,000 Audit Chair; $15,000 Comp Chair; $10,000 N&CG Chair; $5,000 committee member retainers | Directors affiliated with entities owning ≥5% of shares are not eligible; Manning is affiliated with a 49.99% holder. |
Performance Compensation
| Component (Director) | 2024 Amount/Terms | Notes |
|---|---|---|
| Equity awards (options/RSUs) | $0 | Manning received no director equity grants in 2024. |
| Director equity policy (context for eligible directors) | New directors: option for 17,502 shares; Annual grant: option for 20,000 shares; CI acceleration applies | Policy applies only to eligible non-employee directors (excludes affiliates of ≥5% holders). |
| Performance metrics tied to director pay | None disclosed | No performance-based metrics are used for director pay in the proxy. |
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict Considerations |
|---|---|---|
| Candel Therapeutics, Inc. | Director | Interlock: VRCA director Diem Nguyen is also a director at Candel; potential information flow overlap. |
| Liquidia Corporation | Director | No intra-board interlock disclosed with VRCA directors. |
| PBM Capital (private) | Chairman & CEO | PBM-affiliated entities own 49.99% of VRCA; Chair is affiliated with controlling shareholder. |
Expertise & Qualifications
- 30+ years of managerial and operational experience in healthcare; founder/operator background (PBM Products) and investor (PBM Capital).
- Board cites his managerial and investing experience as rationale for service; relevant for capital allocation and strategic oversight.
Equity Ownership
| Holder (affiliated with Paul B. Manning) | Beneficial Ownership (shares) | Notes |
|---|---|---|
| Entities affiliated with Paul B. Manning | 53,707,727 | Represents 49.99% of outstanding shares as of April 1, 2025. |
| Breakdown (high-level) | JTWROS (Paul & Diane Manning); PBM 2022 GRAT; PBM Capital Investments, LLC; BKB Growth Investments, LLC; Paul B. Manning Revocable Trust; plus 15,646,948 shares issuable upon exercise of warrants within 60 days (subject to cap) | Beneficial ownership limited by warrant cap to 49.99%. |
| Beneficial ownership cap | 49.99% | Warrants cannot be exercised above this threshold (Manning Beneficial Ownership Limitation). |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited without Board approval and pre-clearance; margin accounts prohibited | Company Insider Trading Policy. |
| Shares pledged as collateral | Not disclosed | No pledging disclosed in the proxy. |
Related-Party Exposure (Conflicts)
- Clinical Enrollment LLC (controlled by Bryan Manning, Paul’s son) provides recruiting support services for VRCA’s VP-315 clinical trial; VRCA paid an aggregate $445,500 since January 1, 2023.
- PBM Capital affiliations extend into management: CEO Jayson Rieger was an EVP at PBM Capital through Nov 2024 and is a consultant to PBM Capital; COO David Zawitz was EVP & Secretary at PBM Capital through Dec 2024 and is a consultant to PBM Capital.
- Governance policies require Audit Committee review/approval of related-party transactions and include a formal related-person policy.
Compensation Committee Context (for governance quality)
- Composition: Diem Nguyen (Chair), Mark Prygocki, Lawrence Eichenfield; all independent per Nasdaq standards.
- 2024 activity: Compensation Committee met once; engaged Alpine Rewards LLC as independent compensation consultant; Committee determined no conflicts with Alpine.
- Clawback: Dodd-Frank–compliant clawback policy implemented.
Board Effectiveness Snapshot
| Attribute | Detail |
|---|---|
| Independence | 4 of 7 directors independent; Chair (Manning) is not independent. |
| Committees | Audit, Compensation, N&CG fully independent; Chairs: Prygocki (Audit), Nguyen (Comp), Eichenfield (N&CG). |
| Attendance | Board met 9 times; each director ≥75% attendance; 5 independent executive sessions. |
| Risk oversight | Risk managed by full Board and committees (Audit: financial/cyber; Comp: comp risk; N&CG: governance). |
Risk Indicators & Red Flags
- Control/Influence: Manning-affiliated entities beneficially own 49.99% of VRCA, concentrating voting power.
- Related-party transactions: Payments to a company controlled by Manning’s son ($445,500 since 1/1/2023) for clinical recruiting; requires robust oversight.
- Interlocks: Shared outside board (Candel) with fellow VRCA director Diem Nguyen, which may create overlapping loyalties or information channels.
- PBM alignment in management: CEO and COO with recent PBM Capital ties elevate perceived influence of the Chair’s affiliated firm over management.
- Company stress signal (context): Board seeking authority for a 1-for-10 to 1-for-30 reverse split to address Nasdaq minimum bid price deficiency; while not specific to Manning, low share price and structural actions can heighten governance scrutiny under a controlling chair.
Governance Assessment
- Strengths: Deep healthcare operating and investing experience; significant personal/economic exposure via large ownership may align with long-term value creation; separation of CEO and Chair roles; independent committees and regular executive sessions.
- Concerns: Chair is not independent and is affiliated with a controlling shareholder; related-party payments to a company controlled by his son; interlock with another VRCA director at Candel; PBM-linked executives may reduce perceived board independence; Compensation Committee met only once in 2024, suggesting limited cadence.
- Policies mitigating risk: Formal related-person transaction review policy; anti-hedging/limited-pledging policy; Dodd-Frank–compliant clawback. Effective enforcement and transparent disclosure will be critical under concentrated ownership.
Notes
- Director insider trades: Not disclosed in the proxy; beneficial ownership data references Section 16 filings and Schedules 13D/13G.