Sean Stalfort
About Sean Stalfort
Independent director nominee; age 55; on Verrica’s board since 2015. President of PBM Capital Group (healthcare/life sciences private equity); previously EVP at PBM Products through its sale to Perrigo in 2010. B.A. in Business Economics and Political Science from Brown University. Board cites his healthcare investing experience as core credential .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBM Capital Group, LLC | President | 2010–present | Private equity leadership in healthcare/life sciences; source of sector expertise |
| PBM Products | Executive Vice President | — (prior to 2010) | Helped build/operate producer of infant formula; company sold to Perrigo in 2010 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Acumen Pharmaceuticals, Inc. (public) | Director | Since 2018 | Ongoing board service |
| Taysha Gene Therapies, Inc. (public) | Director | Since June 2023 | Ongoing board service |
| Dova Pharmaceuticals, Inc. (public) | Director | 2016–Nov 2019 | Prior board service |
| Various private companies | Director | — | Ongoing board service |
Board Governance
- Board class: Class I nominee for re‑election in 2025 to a term ending at the 2028 annual meeting .
- Independence: The board determined four directors (Prygocki, Nguyen, Eichenfield, Corcoran) are independent; Stalfort is not listed among independent directors .
- Committee assignments: Current committees are Audit, Compensation, and Nominating & Corporate Governance; membership limited to Prygocki, Nguyen, Eichenfield. Stalfort does not serve on any committee or chair role .
- Attendance and engagement: Board met nine times in FY2024; each director attended at least 75% of board and committee meetings during their service. Independent directors held five executive sessions in the last fiscal year .
- Board leadership: Chairman is Paul Manning (separate from CEO), with responsibilities to set agendas and coordinate risk oversight; committees monitor respective risk domains .
Fixed Compensation
| Year | Cash Retainer ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
- Policy explains only “eligible” non‑employee directors (not employees and not affiliated with an entity owning ≥5% of outstanding shares) receive standard retainers and annual option grants; eligible directors receive $40,000 board retainer plus committee member/chair fees (Audit chair $20,000; Compensation chair $15,000; Nominating chair $10,000; committee members $5,000). Stalfort is not eligible under this policy and received no director fees or option awards .
Performance Compensation
| Component | Terms | Metrics |
|---|---|---|
| Annual director equity grants | Not applicable (ineligible under policy) | — |
The company does not disclose any performance‑based pay for directors; option grants under the director policy vest time‑based and are available only to eligible independent directors .
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Note |
|---|---|---|
| PBM Capital Group | Private equity | Stalfort is President; PBM‑affiliated entities collectively own ~50% of VRCA; Board chair Paul B. Manning is PBM founder/CEO; warrants subject to 49.99% beneficial ownership cap . |
| Clinical Enrollment LLC | Vendor (clinical recruiting) | Controlled by Bryan Manning (son of VRCA chair); VRCA paid $445,500 since Jan 1, 2023 under clinical services agreement – related party transaction overseen by Audit Committee . |
| Acumen Pharmaceuticals | Public board | Current directorship . |
| Taysha Gene Therapies | Public board | Current directorship . |
| Dova Pharmaceuticals | Public board | Former directorship . |
Expertise & Qualifications
- Healthcare investor/operator: decade+ in healthcare investing via PBM Capital and operating experience at PBM Products .
- Education: Brown University BA in Business Economics and Political Science .
- Industry breadth: Service on biotech boards (Acumen, Taysha; prior Dova) adds pharma/biotech governance perspective .
Equity Ownership
| Holder | Common Shares | Warrants Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding (91,789,993 shares) |
|---|---|---|---|---|
| Sean Stalfort | 1,873,800 | 1,123,594 | 2,997,394 | 3.2% |
- Insider trading/pledging policy: Company prohibits hedging, derivatives, publicly‑traded options, margin accounts, and pledging without prior board approval and pre‑clearance; applies to directors and officers .
- Stock ownership guidelines for directors: Not disclosed in proxy; eligible directors receive annual options, but Stalfort is not eligible under policy .
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| Nov 22–26, 2024 | Form 4 | Reported transactions involving Series A/B warrants; Form 4 notes warrants cannot be exercised to the extent exercise would exceed specified beneficial ownership limits (general restriction highlighted in filing) . |
Governance Assessment
- Alignment: Significant personal equity stake (3.2%) aligns incentives with long‑term value creation; prohibition on hedging/pledging strengthens alignment .
- Independence & conflicts: Not independent; executive role at PBM Capital and concentration of ownership by PBM‑affiliated entities introduce potential conflicts (e.g., related party vendor Clinical Enrollment controlled by chair’s son). Strong Audit Committee oversight is disclosed for related‑party transactions, but concentration risk persists .
- Committee effectiveness: Stalfort’s lack of committee assignments reduces direct influence over audit/comp/nom‑gov processes; committees are led by independent directors with defined charters and meet regularly (Audit 5x in 2024; Nominating and Compensation 1x each) .
- Attendance/engagement: Board‑level attendance at least 75% and independent executive sessions held five times indicate baseline governance discipline; specific attendance percentages by director are not disclosed .
RED FLAGS
- Non‑independent director with deep ties to controlling shareholder PBM; potential influence over strategic decisions and capital allocation .
- Related‑party transaction with entity controlled by chair’s family (Clinical Enrollment LLC); while policy/process exists, this remains a governance risk signal requiring continued scrutiny .
- High ownership concentration (nearly 50% by PBM‑affiliated entities) and warrant caps could affect minority shareholder dynamics and future financing decisions .