David Domzalski
About David Domzalski
David Domzalski, age 59, is VYNE’s President & CEO and a Class III director since March 2020. He previously served as CEO of Foamix (2017–2020) and VP of Sales & Marketing at LEO Pharma (2009–2013). He holds a B.A. in economics and political science from Muhlenberg College. Pay-versus-performance disclosures show 2024 “compensation actually paid” to the CEO of $2.70M with cumulative TSR value of $18.25 on a $100 base (2022–2024) and net loss of $39.8M in 2024; VYNE reported a 43% stock price increase during 2024 in assessing corporate strategy objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Foamix Pharmaceuticals Ltd. | Chief Executive Officer | 2017–Mar 2020 | Led Foamix through March 2020 merger closing with Menlo; joined VYNE as CEO/director thereafter . |
| Foamix (U.S. subsidiary) | President | 2014–2017 | Built U.S. operations prior to CEO role . |
| LEO Pharma, Inc. | VP Sales & Marketing | 2009–2013 | Commercial leadership in dermatology portfolio . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Foamix Pharmaceuticals Ltd. | Director | 2018–Mar 2020 | Served on board prior to merger . |
No other public company directorships are disclosed for Domzalski in the proxy biography .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Salary ($) | 637,560 | 637,560 | 2025 salary remains $637,560 . |
| Bonus ($) | 382,536 | — | 2024 bonuses paid via non‑equity incentive plan rather than “Bonus” column . |
| Non‑equity Incentive ($) | 573,804 | 361,497 | 2024 payout 94.5% of target per Comp Committee decision . |
| All Other Comp ($) | 13,200 | 13,800 | 401(k) matching . |
| Total Comp ($) | 2,716,350 | 1,973,607 | Smaller equity values year over year . |
Performance Compensation
| Metric | Weight | Target | Actual | Payout Decision | CEO Payout Impact |
|---|---|---|---|---|---|
| Corporate strategy (advancing biotech strategy, partnerships, awareness) | 20% | Defined by Board objectives | 100% achieved; stock price rose from $2.33 to $3.35 (+43%) in 2024 | Met 100% | Contributed to 94.5% of target payout . |
| R&D (VYN201 gel formulation, Phase 2b initiation/enrollment; VYN202 IND, Phase 1a SAD/MAD, tox package, 1b prep) | 50% | Program milestones | 100% achieved | Met 100% | Contributed to 94.5% of target payout . |
| Financial objectives (coverage, operating plan, liquidity) | 30% | Budget/financing targets | 75% achieved; liquidity shortfall relative to plan | Partial achievement (75%) | Weighted corporate performance 92.5%; Committee awarded 94.5% of target . |
Max bonus opportunity equals 200% of target; CEO target bonus is 60% of base salary .
Equity Ownership & Alignment
- Total beneficial ownership: 440,165 shares; 1.32% of common stock outstanding (as of Oct 15, 2025) .
- Breakdown: 165,548 direct/common shares; 274,617 options exercisable or vesting within 60 days of Oct 15, 2025 .
- Company prohibits pledging, margin accounts, and hedging (options/shorts) for insiders, mitigating misalignment risk .
- 2025 equity design sought to bring CEO ownership toward peer 50th percentile (~3% relative ownership); CEO grant sized accordingly .
Key Equity Awards and Vesting
| Grant Date | Award Type | Shares/Units | Exercise Price | Vesting | Grant‑date Fair Value |
|---|---|---|---|---|---|
| Dec 13, 2023 | RSUs | 225,000 | — | 25% at first anniversary of quarter‑end, then 6.25% quarterly; service‑based | $753,750 (market value at 12/31/24) . |
| Dec 13, 2023 | Options | 225,000 | $2.70 | Same schedule; 10‑yr term | $436,500 . |
| Jan 1, 2024 | RSUs | 225,000 | — | Same schedule | $753,750 (market value at 12/31/24) . |
| Jan 1, 2024 | Options | 225,000 | $2.33 | Same schedule | $436,500 . |
| 2025 (approved Jan 2025) | Options | 730,000 | Not disclosed | Same schedule | Not disclosed. |
Committee shifted 2025 grants to 100% options, considering RSU tax withholding burdens and target ownership objectives .
Employment Terms
| Provision | Terms |
|---|---|
| Offer Letter date | March 25, 2020 . |
| Current base salary and target bonus | $637,560; target bonus 60% of base; max 200% of target . |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: 100% of annual base salary; 12 months COBRA at active rates; full acceleration of all unvested options/RSUs; options exercisable for 90 days post‑termination; subject to release . |
| Change‑in‑Control (double‑trigger) | If terminated without Cause or resigns for Good Reason within 12 months post‑CIC: 1.5× (base + target bonus); prorated target bonus; 18 months COBRA; full acceleration of all unvested options/RSUs; 90‑day post‑termination option exercise; subject to release . |
| Definitions (Cause/Good Reason) | Detailed in Offer Letter (fraud/dishonesty, felony, gross negligence/willful misconduct, restrictive covenant breaches, etc.; Good Reason includes material pay cut, role diminution, reporting change, breach, relocation >50 miles) . |
| Notice requirements | 30 days’ notice for termination without Cause and for resignation for Good Reason . |
| Clawbacks | 2021 policy (restatement/materially inaccurate performance; willful misconduct/gross negligence) plus Dodd‑Frank compliant policy adopted Nov 2023 . |
| Hedging/pledging | Prohibited by insider trading policy . |
Board Governance
- Role: Class III director; term expires at the 2027 annual meeting; CEO is not independent .
- Committees: Domzalski serves on no board committees; Audit chair Barbari; Compensation chair Sandoval Little; Nominating chair LePore .
- Board independence and structure: Majority independent; lead independent director (Patrick LePore) appointed Feb 2021 to strengthen governance .
- Attendance: Board met 6 times in FY2024; each director attended at least 75% of meetings for the Board and their committees; directors encouraged to attend the annual meeting .
Dual‑role implications: CEO + director is common; independence is maintained via majority‑independent board, lead independent director, and CEO excluded from committees .
Performance & Track Record
- 2024 Objectives: Corporate strategy and R&D goals fully met; financial objectives partially met (75%), producing a weighted corporate performance score of 92.5% and a 94.5% of target bonus payout for the CEO .
- 2024 stock move: Company cited 43% stock price increase in 2024 (from $2.33 to $3.35) in its strategic goal assessment .
- 2025 Program updates: Repibresib gel Phase 2b did not meet primary/secondary vitiligo endpoints; some exploratory signals observed; program discontinued and seeking partner . VYN202 Phase 1b experienced partial clinical hold due to dog testicular tox; FDA permitted female dosing; 12‑week dog tox repeat initiated to remedy male hold .
- Strategic review and runway: Strategic alternatives process initiated Aug 2025; cost reductions extend cash runway into 1H 2027 .
- Q3 2025 financials: Cash, cash equivalents, and marketable securities $32.7M; net loss Q3 2025 $7.3M; 31.77M common shares outstanding, plus 11.06M pre‑funded warrants .
Investment Implications
- Pay‑for‑performance alignment: CEO annual cash incentives are formulaic and weighted to R&D execution (50%), with transparent assessment and payout decisions; clawbacks and hedging/pledging prohibitions enhance alignment. Equity grants shifted to options in 2025 to target peer‑median ownership, indicating intentional “skin‑in‑the‑game” calibration .
- Retention and insider selling pressure: Four‑year graded vesting creates ongoing retention hooks; 2025 option‑only mix reduces near‑term RSU‑related sell‑to‑cover pressures the committee considered, but meaningful option overhang will require disciplined 10b5‑1 planning to avoid market impact as tranches vest .
- Change‑in‑control economics: Double‑trigger acceleration with 1.5× salary+target bonus and prorated bonus could influence deal negotiations; full equity acceleration increases transaction dilution but is standard for small‑cap biotech CEOs .
- Governance safeguards: CEO is not independent, but the presence of a lead independent director, majority‑independent board, and committee separation mitigates dual‑role concerns; meeting attendance was adequate .
- Execution risk: 2025 program setbacks (repibresib Phase 2b failure; VYN202 partial hold) heighten development risk; strategic review and runway into 1H 2027 provide flexibility but increase uncertainty. CEO bonus recognition for 2024 execution was high despite later 2025 outcomes, underscoring timing mismatch between pay cycles and program readouts; monitor future bonus calibrations post‑setbacks .
Overall: Compensation design is reasonably performance‑linked and retention‑oriented, with equity ownership goals intended to raise alignment. The near‑term key levers are clinical/regulatory resolution for VYN202, any partnering outcome for repibresib, and clarity from the strategic review—each a potential trading catalyst that will also influence CEO incentive realizations and future pay decisions .